In a recent post (here), I wrote about the September 18, 2007 petition submitted to the SEC by several environmental groups, seeking to persuade the SEC to institute rules requiring companies to assess and fully disclose their financial risks from climate change. These groups clearly want to use the SEC’s disclosure requirements to
PCAOB Reports Significant “Triennial Firm” Audit Concerns
Under Section 104(b) of the Sarbanes-Oxley Act, the Public Company Accounting Oversight Board (PCAOB) is required to inspect audit firms that regularly provide audit reports for fewer than 100 public companies “not less frequently than once every 3 years.” On October 22, 2007, the PCAOB released a Report regarding its inspections of these so-called
Subprime Lawsuits: Complex Instruments, Complicated Claims
As the subprime mortgage mess has unfolded, one of the contributing factors blamed for the meltdown has been the complicated investment instruments into which the subprime mortgage loans were packaged and then sold into the global financial marketplace. I have previously noted (most recently here) that the subprime mortgage meltdown has led to a
More About Foreign Companies and U.S. Courts
In a prior post (here), I took a look at securities claims in U.S. courts by foreign litigants against foreign companies. An alert reader commenting on my prior post pointed out that a case currently before the Second Circuit squarely presents the fundamental jurisdictional questions involved in these cases.
The case, Morrison v.
Mortgage-Backed Asset Valuation and Mortgage Investment Risk
In a prior post (here), I noted that one of the scarier aspects of the subprime lending mess is the widespread dispersion of mortgage investment risk across the economy. While companies holding mortgage-backed assets might well want to avoid recognizing any diminution of these assets’ valuation, an audit industry group, the Center for
Foreign Companies, Foreign Claimants, U.S. Courts
As various blue-ribbon committees have struggled with the competitiveness of the U.S. securities exchanges in the global financial marketplace (about which refer here and here), one issue on which they have focused is the aversion overseas companies may have for the U.S. litigation system. But while overseas companies may seek to avoid U.S.-style litigation,
Stock Trading Plans Remain Under Scrutiny
In an earlier post (here), I took a look at recent research questioning whether corporate officials may be abusing the Rule 10b5-1 share trading safe harbor. SEC Enforcement Director Linda Thomsen said at the time that the SEC is looking hard at the issue. But months have now passed without further SEC action
Why Stoneridge Matters
Pundits struggling to portray the significance of the Stoneridge v. Scientific Atlantic case, to be argued before the U.S. Supreme Court on Tuesday October 9, have asserted that it may be the most important business case of the generation. I am more comfortable with the more restrained assessment of the October 6, 2007 Wall Street
What to Watch Now in the World of D & O
In September 2006, I wrote about the “Four Things to Watch in the World of D & O” (here). As I noted then, the world of directors’ and officers’ liability was (and remains today) characterized by constant change. With the passage of a year’s time, it seems appropriate to check in and survey
Leveraged Buyout Bust By-Product: Lawsuits
As credit market disruption has reached the leveraged buyout world, a number of deals announced earlier this year to great fanfare have been unceremoniously snuffed, while others are on life support. Not too surprisingly, one direct result from this deal derailment has been a spate of lawsuits, as jilted partners and disappointed investors cast blame