Post by fireopal on Jul 22, 2009 1:16:34 GMT 4
Corporate Governance and Corporate Disclosure
J. Robert Brown Jr.
University of Denver Sturm College of Law
THE REGULATION OF CORPORATE DISCLOSURE, THIRD EDITION, Aspen Publishers, 2009
U Denver Legal Studies Research Paper No. 09-10
Abstract:
Corporate governance and corporate disclosure have become increasingly interrelated. One cannot adequately function without the other. Each, however, is within the primary purview of different regulators and each regulator takes a different philosophical approach in addressing the matter.
The Securities and Exchange Commission at one point tried to intervene more directly and improve governance by relying on listing standards, an approach largely ended by the DC Circuit’s decision in Business Roundtable. As a result, the SEC has been forced to resort to disclosure to affect the substance of governance.
Some of the governance requirements are contained in Form 8-K, particularly those relating to bylaw/article amendments and resignations of directors and certain officers. In addition, Item 407 of Regulation S-K contains disclosure about the board, ranging from the identification of independent directors to meeting attendance. Item 402 (executive compensation) and Item 404 (related party transactions) also touch on governance issues. These specific requirements are augmented by a growing body of enforcement actions. This article is a chapter from THE REGULATION OF CORPORATE DISCLOSURE and examines the SEC disclosure requirements, particularly those contained in Form 8-K and Regulation S-K.
papers.ssrn.com/sol3/Delivery.cfm/SSRN_ID1407133_code724771.pdf?abstractid=1396353&mirid=5
J. Robert Brown Jr.
University of Denver Sturm College of Law
THE REGULATION OF CORPORATE DISCLOSURE, THIRD EDITION, Aspen Publishers, 2009
U Denver Legal Studies Research Paper No. 09-10
Abstract:
Corporate governance and corporate disclosure have become increasingly interrelated. One cannot adequately function without the other. Each, however, is within the primary purview of different regulators and each regulator takes a different philosophical approach in addressing the matter.
The Securities and Exchange Commission at one point tried to intervene more directly and improve governance by relying on listing standards, an approach largely ended by the DC Circuit’s decision in Business Roundtable. As a result, the SEC has been forced to resort to disclosure to affect the substance of governance.
Some of the governance requirements are contained in Form 8-K, particularly those relating to bylaw/article amendments and resignations of directors and certain officers. In addition, Item 407 of Regulation S-K contains disclosure about the board, ranging from the identification of independent directors to meeting attendance. Item 402 (executive compensation) and Item 404 (related party transactions) also touch on governance issues. These specific requirements are augmented by a growing body of enforcement actions. This article is a chapter from THE REGULATION OF CORPORATE DISCLOSURE and examines the SEC disclosure requirements, particularly those contained in Form 8-K and Regulation S-K.
papers.ssrn.com/sol3/Delivery.cfm/SSRN_ID1407133_code724771.pdf?abstractid=1396353&mirid=5