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Corporate Secretary - October 2008

Corporate Secretary February 2008 cover












  • Much ado about nothing

    • Governance ratings have become a ubiquitous part of modern business
    • A new Stanford study casts doubt on relationship between ratings and performance
    • Rating firms dispute the study’s methods and its conclusions
    • They say their scores are bench marking tools, not predictors of performance
    • Academics call for more transparency and cooperation from rating firms

    By Ian Sax

  • Last of a dying breed

    • SEC introduces system for online Form D filing
    • Analysts and investors able to search data in real time
    • Venture capital investors don’t want the exposure
    • Companies concerned about restriction of investment flows
    • One-stop federal and state filing will permit better oversight 
    By Adam Piore

  • A parting shot

    • Paul Atkins warns SEC about adopting proxy access in final speech
    • Any rule change will attract legal challenges
    • SEC is overstepping its remit in trying to pass new law
    • States unlikely to uphold proposed rule 14a-8
    • Legal community suggest shareholders already too empowered 
    By Brendan Sheehan

  • How they do it at CFA Institute

    • Corporates feel analysts are responsible for ‘short-termism’
    • CFA Institute aims to improve standards among entire community
    • Governance needs to become a greater focus for analysts
    • Advocacy focuses on SEC’s rapid GAAP-IFRS transition
    • Vision 2012 sets milestones for CFA Institute’s improvement 
    By Janine Armin

  • Expanding universe

    • Groundbreaking case cracked down on companies’ e-data management
    • Quantity of information compounds difficulties of e-discovery
    • Myriad documents must be kept and others must be destroyed
    • First step toward organization is understanding what you need
    • A sound records management program could save your company 
    By Elizabeth Judd

  • With a little help from your friends

    • School ties help analysts and directors get and retain jobs
    • Executive alma-mater backgrounds inform analysts’ assessments
    • Reg FD wiped out information advantage linked to school ties
    • Independent directors may be chosen for social connections
    • Studies continue to probe the benefits of social networking
    By Randy Hecht

  • A web of confusion

    • New web disclosure guidance could eliminate need for press releases
    • Foggy guidelines push start date into the far future
    • Principles-based descriptions leave companies wanting answers
    • Constructing websites could have unexpected costs
    • Legal uncertainty makes liability a serious concern
    By Erik Sherman

  • A new look at costs

    • FASB proposes expansion of contingency disclosure rules
    • Unpredictability of litigation makes estimating costs almost impossible
    • Detailed disclosures may embolden plaintiffs in some cases
    • Impact on share price will be impossible to predict
    • Minor modifications could limit pressure to speculate on claims
    By Mary Beth Kissane

  • What’s the big idea?

    • SEC plans a new database of filings to succeed EDGAR
    • IDEA will use XBRL, a financial reporting system based on interactive data
    • DEA comes on the back of a worldwide XBRL push
    • Some 500 US companies may start using XBRL for financial filings in 2009
    • Greater transparency and accuracy should benefit investors and companies
    By Carolyn Iglesias