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.




Regulation of Corporate Disclosure, 4th Edition


Book Description

The Regulation of Corporate Disclosure is a one-volume treatise on the disclosure regime in place under the Federal securities laws. The treatise addresses the formal disclosure process (periodic reports, MD&A, Regulation FD), the informal disclosure process (press releases, social media, discussions with analysts), and the application of the antifraud provisions to these communications. The treatise includes chapters on scienter and materiality, and also addresses communications with and disclosure obligations to shareholders. The Fourth Edition has been significantly revised and, among other topics, includes coverage of: The duties and responsibilities of corporate officials relating to the disclosure process The most recent cases addressing disclosure issues, including decisions by the Supreme Court on topics such as the application of the antifraud provisions to beliefs and opinions Pronouncements by the U.S. Securities and Exchange Commission on disclosure issues, including consideration of the SEC's efforts to improve disclosure effectiveness The developing need to consider disclosure of public interest matters, including the effects of climate change on a company's business The disclosure requirements applicable to the proxy process, including the system for uncovering the identity of street name owners State disclosure obligations of the board of directors under its fiduciary obligations to shareholders.







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).




The Regulation of Corporate Disclosure


Book Description

This is a complete & up-to-date handbook on the issue of corporate disclosure, covering the impact of the federal securities laws on both informal communications & the process of communicating with shareholders. It includes a new discussion of the "Bespeaks Caution" doctrine, updated coverage of the materiality of government investigations & undisclosed illegal behavior, & cutting-edge analysis of the latest trends, such as electronic communications, SEC reforms, & MD & A requirements. Critical areas analyzed include: Disclosure requirements & anti-fraud provisions The duty to disclose Dissemination Issues involving materiality Disclosure of bad news Negotiations Dealing with analysts Projects & appraisals Stock repurchases Sensitive disclosure periods State disclosure obligations Corporate communication policies Shareholder communications The summary annual report Communicating with beneficial owner Dealing with analysts Communication & dissemination of information over the Internet And more.




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.




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.




Corporate Reporting and Company Law


Book Description

The importance of disclosure as a regulatory device in company law is widely recognized. This book explores the disclosure requirements of companies in their reporting activities, and seeks to bring together the main features of the reporting system. The book considers the theoretical basis of the corporate reporting system and describes the regulatory framework for that system. It explores financial reporting and 'narrative' reporting, highlighting the fact that financial reporting requirements are more substantially developed than narrative reporting requirements - a consequence of the shareholder-centred vision that persists in company law. The roles of those responsible for providing corporate reports and those entitled to receive such information are examined. The book concludes with some broad suggestions for future development, with particular focus on the need to recognize the relevance of the communicative role of corporate reporting. The use of new technology also presents both challenges and opportunities for improving the regime.




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.