The Evolution of Corporate Disclosure


Book Description

This book provides a critical analysis of the evolution of corporate disclosure. Building upon prior academic literature, it assesses the most important changes in mandatory corporate disclosure, the growing relevance of social and environmental disclosure, and revolutionary new forms of corporate communication, in particular social media. It also includes empirical analyses that shed further light on the impact of voluntary communication, i.e. social and environmental reporting and corporate social media communication, on managerial and investment decisions. Lastly, it discusses new directions for accounting and corporate governance research on the theoretical and empirical challenges of corporate disclosure. Offering a wealth of relevant and timely advice, the book will help regulators design policies that allow businesses to overcome current and emerging economic, social, and technological challenges.




Corporate Disclosures


Book Description

Spanning over two millennia of time and five continents of space, this book narrates the unfolding of financial and business reporting. The first part of the book traces the origin of the 'company' as a form of organization and the evolution of bookkeeping. The second part: The Accounting Edifice, depicts events that led to the disclosure of the balance sheet, the profit and loss account, cash flow statements and the practice of auditing. In the third part: Reaching out to the Shareholders, the author explores the need for governance, reporting of intangible assets and the emergence of annual reports. Indian Corporate Disclosures, the fourth and the last part, sketches the panorama of post-independent dvelopments in Indian corporate disclosures using heritage IT companies, Wipro and Infosys as examples. The last chapter of the book contrasts disclosures by the Indian Sensex companies in 2007 with the best global practices.







Technology and Corporate Law


Book Description

In light of the overwhelming impact of technology on modern life, this thought-provoking book critically analyses the interaction of innovation, technology and corporate law. It highlights the impact of artificial intelligence and distributed ledgers on corporate governance and form, examining the extent to which technology may enhance or displace conventional theories and practices concerning corporate governance and regulation. Expert contributors from multiple jurisdictions identify themes and challenges that transcend national boundaries and confront the international community as a whole.




Following the Money


Book Description

A few years ago, Americans held out their systems of corporate governance and financial disclosure as models to be emulated by the rest of the world. But in late 2001 U.S. policymakers and corporate leaders found themselves facing the largest corporate accounting scandals in American history. The spectacular collapses of Enron and Worldcom--as well as the discovery of accounting irregularities at other large U.S. companies--seemed to call into question the efficacy of the entire system of corporate governance in the United States. In response, Congress quickly enacted a comprehensive package of reform measures in what has come to be known as the Sarbanes-Oxley Act. The New York Stock Exchange and the NASDAQ followed by making fundamental changes to their listing requirements. The private sector acted as well. Accounting firms--watching in horror as one of their largest, Arthur Andersen, collapsed after a criminal conviction for document shredding--tightened their auditing procedures. Stock analysts and ratings agencies, hit hard by a series of disclosures about their failings, changed their practices as well. Will these reforms be enough? Are some counterproductive? Are other shortcomings in the disclosure system still in need of correction? These are among the questions that George Benston, Michael Bromwich, Robert E. Litan, and Alfred Wagenhofer address in Following the Money. While the authors agree that the U.S. system of corporate disclosure and governance is in need of change, they are concerned that policymakers may be overreacting in some areas and taking actions in others that may prove to be ineffective or even counterproductive. Using the Enron case as a point of departure, the authors argue that the major problem lies not in the accounting and auditing standards themselves, but in the system of enforcing those standards. Rather than attempting to craft a single set of accounting and reporting standards for all companies throughout the world, the authors advise policymakers to allow competition between the two major sets of standards: Generally Accepted Accounting Principles and International Financial Reporting Standards. The authors also believe that the corporate disclosure system needs to be updated to reflect changes in the underlying economy. In particular, they recommend new forms of disclosure for a variety of nonfinancial indicators to better enable investors and analysts to ascertain the source and nature of intangible assets. They also urge policymakers to exploit the advantages of the Internet by encouraging more frequent financial disclosures in a form that will make them more widely accessible and more easily used.




Public Company Deskbook


Book Description

Expanded and completely reorganized to meet the needs of today's increasingly prescriptive environment, Public Company Deskbook: Complying with Federal Governance and Disclosure Requirements is your one-stop center for expert counsel on how to deal effectively with the overlapping legislative, regulatory and private initiatives to reform public company governance and disclosure practices over the past decade. The enhanced Deskbook provides in-depth practical guidance centered around each of the following areas: Board Structure & Governance; Shareholder Meetings; Audit Committee, Auditor Policy & Auditor Disclosure; Compensation Committee, Compensation Policy & Compensation Disclosure; Public Company Reporting & Compliance; and Corporate Investigations & Whistleblowing. Included are numerous sample forms, checklists and documents, such as sample committee charters, director and officer questionnaires and annual meeting timelines for both NYSE- and Nasdaq-listed companies. Also addressed are current shareholder relations, including the prevalence, SEC-profile and outcome of common shareholder proposals, an analysis of proxy-advisor withhold recommendations and a comprehensive activist update. Written by three partners with Sullivan & Cromwell LLP, Public Company Deskbook: Complying with Federal Governance & Disclosure Requirements, Third Edition is an indispensable resource for securities practitioners, compliance officers, directors, officers, accountants, auditors, and research analysts, and an important reference for securities regulators.




Informal Corporate Disclosure Under Federal Securities Law 2009


Book Description

Informal Corporate Disclosure Under Federal Securities Law, 2009 Editionexamines the regulation of informal disclosure -- e.g., press releases,speeches, analyst conference calls, webcasts, and investor roadshows -- asdistinguished from formal, highly structured disclosure in SEC filings. Thecoverage includes discussion of federal securities law, rules and courtdecisions; self-regulatory organization rules for listed companies, andstandards of practice prescribed by the National Investor RelationsInstitute (NIRI).This updated 2009 Edition includes:discussion of the SEC's recent guidance on the use of company web sites,including advice on the sufficiency of web site disclosure as a means ofdissemination under Regulation FD (see ¶1002)liability for hyperlinks to third-party information (see ¶1003)issues presented by the use of summaries and overviews (see ¶1004)concerns related to blogs and online discussion forums (see ¶1009)The new 2009 Edition also examines materiality principlesgoverning quantitative financial disclosures, specifically the recommendationsof the SEC Advisory Committee on Improvements to Financial Reporting,or CIFiR (see ¶¶403 and 1102). In addition, the work covers recentSEC Compliance and Disclosure Interpretations on the Form 8-K reportingobligation triggered by disclosure of certain financial information (see¶1105). Finally, the 2009 Edition includes discussion ofnew NIRI standards for quarterly earnings releases (see ¶1103), thetext of selected portions of those standards (see Appendix), and a timelinefor preparing an earnings release (see Appendix).




Following the Money


Book Description

A Brookings Institution Press and American Enterprise Institute publication A few years ago, Americans held out their systems of corporate governance and financial disclosure as models to be emulated by the rest of the world. But in late 2001 U.S. policymakers and corporate leaders found themselves facing the largest corporate accounting scandals in American history. The spectacular collapses of Enron and Worldcom—as well as the discovery of accounting irregularities at other large U.S. companies—seemed to call into question the efficacy of the entire system of corporate governance in the United States. In response, Congress quickly enacted a comprehensive package of reform measures in what has come to be known as the Sarbanes-Oxley Act. The New York Stock Exchange and the NASDAQ followed by making fundamental changes to their listing requirements. The private sector acted as well. Accounting firms—watching in horror as one of their largest, Arthur Andersen, collapsed after a criminal conviction for document shredding—tightened their auditing procedures. Stock analysts and ratings agencies, hit hard by a series of disclosures about their failings, changed their practices as well. Will these reforms be enough? Are some counterproductive? Are other shortcomings in the disclosure system still in need of correction? These are among the questions that George Benston, Michael Bromwich, Robert E. Litan, and Alfred Wagenhofer address in Following the Money. While the authors agree that the U.S. system of corporate disclosure and governance is in need of change, they are concerned that policymakers may be overreacting in some areas and taking actions in others that may prove to be ineffective or even counterproductive. Using the Enron case as a point of departure, the authors argue that the major problem lies not in the accounting and auditing standards themselves, but in the system of enforcing those standards.




The Regulation of Corporate Disclosure


Book Description

The Regulation of Corporate Disclosure, Third Edition is a complete and up-to-date handbook on the issue of corporate disclosure, covering the impact of the federal securities laws on both informal communications and the process of communicating with shareholders. The Third Edition expands topics previously covered, addressing the legal issues and practical concerns surrounding implementation of the Private Securities Litigation Reform Act of 1995, the Sarbanes-Oxley Act of 2002, and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The book also has an in-depth treatment of managementand’s discussion and analysis (MDand&A), something that, although appearing in required SEC filings, involves many of the same difficult and complex issues raised by the informal disclosure process. Also addressed are: SEC reforms of the periodic reporting process; issues pertaining to stock research analysts and conflicts of interest; and various relevant corporate governance requirements and their disclosure implications. Critical areas analyzed include ;Disclosure requirements and anti-fraud provisions The duty to disclose Dissemination Issues involving materiality Disclosure of bad news Negotiations Dealing with analysts And much more!




Corporate Disclosure and Corporate Governance in China


Book Description

Rapid economic development has focused attention from around the world upon China's corporate governance regime-particularly as, during the past few years, some of China's companies, mainly large, state-owned companies, have been aggressively buying foreign businesses overseas. China's huge capital injection and aggressive foreign investments have raised increasing and deep concerns among the target countries' governments, their business communities, and the global public. It is clearly of great importance that the people's Republic of China's business-partner countries understand corporate governance of many Chinese state-owned companies calls for a closer look at China's corporate governance theory and practice. The corporate disclosure regime plays a critical role in this regard. This timely and highly informative book provides, for the first time, comprehensive research on corporate governance in China, with detailed attention to the formation and reform of its corporate disclosure laws and regulations. Among the many factors analyzed are the following: -the role of the government in the management of state-owned companies; -the legal and regulatory environment; -majority shareholders' infringement of listed companies' interests' -the increasing independence of the boards of directors; -the role of institutional investor; -the shareholding structure; -law enforcement and shareholders' legal actions; -unmonitored insiders' control of corporate affairs; -the external governance structure; and -the absence of fiduciary duty. The author describes the nature of the many breaches of disclosure laws and rules in the two decades or so of the history of China's securities market and the pressures within the relevant government agencies confronting the problem. As a detailed analysis of the Chinese corporate disclosure regime that has emerged during the period of China's economic transition since the 1990's, this incomparable book will be of great interest to legal researchers, policymakers, and legal practitioners working with business investments in China.