This document discusses 5 executive compensation considerations for companies preparing their 2013 proxy statements: 1) Ensuring compliance with Section 162(m) and obtaining shareholder approval for performance-based compensation plans every 5 years; 2) Disclosing any conflicts of interest with compensation consultants; 3) Including limits on director awards in equity plans approved by shareholders; 4) Disclosing any changes to benchmarking peer groups; and 5) Reviewing proxy disclosures to mitigate risks of shareholder suits alleging deficiencies.
Smaller Reporting Companies vs. Emerging Growth Companies- The topic of reporting requirements and distinctions between various categories of reporting companies has been prevalent over the past couple of years as regulators and industry insiders examine changes to the reporting requirements for all companies, andqualifications for the various categories of scaled disclosure requirements. As I’ve
written about these developments, I have noticed inconsistencies in the treatment of smaller reporting companies and emerging growth companies in ways that are likely the result of poor drafting or unintended consequences...
Public Company Reporting (Series: Securities Law Made Simple (Not Really) Financial Poise
Once public, a company is subject to a continuously evolving landscape of disclosure and reporting requirements. Recent disclosure developments have addressed everything from executive compensation to cybersecurity. In addition, the prevalence of social media has made it such that a company must now consider not only the nuances of what to disclose but also how to deliver that disclosure. Is your company tweeting its earnings reports; are you using your corporate Facebook page to make Regulation FD disclosures?
In this webinar our expert panel provides you with a high-level overview of key public company reporting and disclosure requirements, including the latest developments brought about by the Dodd-Frank Act, JOBS Act, FAST Act and, most recently, the SEC’s Disclosure Effectiveness Initiative, as well as provide you with tangible examples and practical advice on how to comply with the ever-changing means of delivering that disclosure.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/public-company-reporting-2020/
Related Party Transactions - An Audit PerspectiveJRA & Associates
Related Parties could be any KMP (Key Managerial Personnel), stockholder or a related corporation. The existence of a large number of family owned business houses in India has also contributed to the natural occurrence of related party transactions. At their very outset, contracts or agreements with related parties are viewed sceptically, the reason being preconceived notion of being entered into on account of non-commercial considerations. After all, relationships do play an influential role in businesses as well.
Further, transactions with related parties are taken as one of the most common tool of 'tax management'. At times, the Company’s funds get diverted for personal gains of the directors & other related persons. Few cases such as Enron, Satyam and WorldCom have clearly highlighted the potential conflict of interests between the Company and its stakeholders as a result of undisclosed RPTs.
Though effective laws and regulations have now been implemented to ensure better transparency, but keeping a closer check over such transactions still remains the need of hour.Most of the provisions under the dealing Section 188 of the Companies Act 2013 are quite similar to the ones laid down under Sections 297 and 314 of the Companies Act, 1956. Some of the key changes envisaged in the Act 2013 include a broader ambit of transactions such as leasing of property of any kind, appointment of any agent for purchase and sale of goods, services or property. Compulsory disclosure requirements have now been laid down under the new Act, failing which, stricter provisions of penalty & imprisonment would be applicable.
Let us try to understand the audit perspective of identifying the checks & reporting of related party transactions under various Indian laws - Companies Act 2013, Accounting Standard 18, SEBI’s Corporate Governance norms and the Income Tax Act, 1961.
Smaller Reporting Companies vs. Emerging Growth Companies- The topic of reporting requirements and distinctions between various categories of reporting companies has been prevalent over the past couple of years as regulators and industry insiders examine changes to the reporting requirements for all companies, andqualifications for the various categories of scaled disclosure requirements. As I’ve
written about these developments, I have noticed inconsistencies in the treatment of smaller reporting companies and emerging growth companies in ways that are likely the result of poor drafting or unintended consequences...
Public Company Reporting (Series: Securities Law Made Simple (Not Really) Financial Poise
Once public, a company is subject to a continuously evolving landscape of disclosure and reporting requirements. Recent disclosure developments have addressed everything from executive compensation to cybersecurity. In addition, the prevalence of social media has made it such that a company must now consider not only the nuances of what to disclose but also how to deliver that disclosure. Is your company tweeting its earnings reports; are you using your corporate Facebook page to make Regulation FD disclosures?
In this webinar our expert panel provides you with a high-level overview of key public company reporting and disclosure requirements, including the latest developments brought about by the Dodd-Frank Act, JOBS Act, FAST Act and, most recently, the SEC’s Disclosure Effectiveness Initiative, as well as provide you with tangible examples and practical advice on how to comply with the ever-changing means of delivering that disclosure.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/public-company-reporting-2020/
Related Party Transactions - An Audit PerspectiveJRA & Associates
Related Parties could be any KMP (Key Managerial Personnel), stockholder or a related corporation. The existence of a large number of family owned business houses in India has also contributed to the natural occurrence of related party transactions. At their very outset, contracts or agreements with related parties are viewed sceptically, the reason being preconceived notion of being entered into on account of non-commercial considerations. After all, relationships do play an influential role in businesses as well.
Further, transactions with related parties are taken as one of the most common tool of 'tax management'. At times, the Company’s funds get diverted for personal gains of the directors & other related persons. Few cases such as Enron, Satyam and WorldCom have clearly highlighted the potential conflict of interests between the Company and its stakeholders as a result of undisclosed RPTs.
Though effective laws and regulations have now been implemented to ensure better transparency, but keeping a closer check over such transactions still remains the need of hour.Most of the provisions under the dealing Section 188 of the Companies Act 2013 are quite similar to the ones laid down under Sections 297 and 314 of the Companies Act, 1956. Some of the key changes envisaged in the Act 2013 include a broader ambit of transactions such as leasing of property of any kind, appointment of any agent for purchase and sale of goods, services or property. Compulsory disclosure requirements have now been laid down under the new Act, failing which, stricter provisions of penalty & imprisonment would be applicable.
Let us try to understand the audit perspective of identifying the checks & reporting of related party transactions under various Indian laws - Companies Act 2013, Accounting Standard 18, SEBI’s Corporate Governance norms and the Income Tax Act, 1961.
On June 21, 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-08, Not-for-Profit Entities (Topic 958): Clarifying the Scope and the Accounting Guidance for Contributions received and Contributions Made, which provides accounting guidance around contributions of cash and other assets received and made by not-for-profit organizations and business enterprises.
To help you navigate the changes with your pass-through entity clients, I am sharing a resource to create dialogue for your year-end tax planning with them.
We work together to provide the solutions that help your CPA firm succeed including proactive accountability to keep you moving in the right direction.
If you are ready to join the ranks of successful firms throughout the US who have realized significant benefits as a result of Firm Foundation membership and want to explore the next steps, let’s talk: 800.537.7179
All entities that have contracts with customers will be affected by the new revenue recognition standard, including not-for-profit organizations.
The Financial Accounting Standards Board (FASB)'s Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606) creates a five-step revenue recognition model that replaces a rules-based approach with a principles-based approach. The changes are wide-ranging and will have more of an impact on commercial entities than the nonprofit sector, and not-for-profit organizations will have some exceptions to following the new standard. Contributions, for example, are scoped out of the changes. Nevertheless, other provisions of the new guidance could be of interest and should be considered carefully.
As today's not-for-profit organizations shift from being purely mission focused to operating more “like a business,” certain core principles and fundamentals apply to both. To wit, it is vital for audit committee members to stay ahead of relevant changes to legal and regulatory requirements in this challenging environment. Take a look.
Handy chart of the day: Recent SEC guidance and rulesAndrew Shawber
Are you confused about recent SEC guidance and proposed and final rules impacting public companies? So were we, so we put together this handy chart.
It covers the following recent SEC guidance and proposed and final rules:
- Amendments to "smaller reporting company" definition
- Non-GAAP financial measures
- Hedging policy disclosure
- Executive compensation clawback policy
- CEO pay ratio disclosure
- Pay-for-performance
- Bonus! An overview of the scaled disclosure requirements for "smaller reporting companies" under Reg. S-K and Reg. S-X
Feel free to share!
These amendments redefine the scope and administration of the Economic Substance regime in the UAE, subject to a retrospective effect from 1st January 2019.
Small businesses in North Carolina will soon be permitted to raise up to $2 million from average investors with certain limits. This is the result of legislation passed by the North Carolina General Assembly in July 2016. Businesses that use the “Invest N.C. exemption” can utilize the Internet to organize such a fundraiser. However, firms must follow certain regulations, including requirements on how much can be raised from each investor, what kind of financial information must be disclosed, and periodic reporting requirements to keep investors informed. The N.C. Securities Division will oversee administration of the crowdfunding exemption.This seminar is planned as an overview of investment crowdfunding for businesses that may want to utilize this option. The speaker will cover the following:
-a regulatory overview and how crowdfunding fits within securities laws
-the legal do’s and don’ts of a crowdfunding offering
-the marketing aspects
-what you can say and how to reach investors
-utilizing a web site intermediary – picking one and connecting with investors.
A synopsis of the Financial Conduct Authority’s (FCA) latest news and publications issued in April and May 2018.
With GDPR and MiFID II processes now firmly embedded in our daily lives, many of our readers will look back at the months of April and May with a sense of relief.
Early-stage companies need tremendous amounts of cash to grow rapidly. Yet, angel groups and venture-capital firms are not usually a realistic option for early stage startups. Additionally, entrepreneurs often find that financing options such as savings, friends, family, and bank loans, even if available, cannot cover the high startup costs attendant to growing a business. Recently, the media has anointed "crowdfunding" as the solution to this startup capital gap. But what exactly is crowdfunding?
For private software deals, determining working capital can be tricky. Here, we will explain (from the seller’s perspective), the basics of the working capital adjustment; discuss some pitfalls; and takeaways.
On October 30, 2015, the Securities and Exchange Commission (SEC) issued the final rules related to crowdfunding for select companies. The rules fulfill Title III of the Jumpstart Our Business Startups (JOBS) Act, which was signed into law in 2012.
On June 21, 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-08, Not-for-Profit Entities (Topic 958): Clarifying the Scope and the Accounting Guidance for Contributions received and Contributions Made, which provides accounting guidance around contributions of cash and other assets received and made by not-for-profit organizations and business enterprises.
To help you navigate the changes with your pass-through entity clients, I am sharing a resource to create dialogue for your year-end tax planning with them.
We work together to provide the solutions that help your CPA firm succeed including proactive accountability to keep you moving in the right direction.
If you are ready to join the ranks of successful firms throughout the US who have realized significant benefits as a result of Firm Foundation membership and want to explore the next steps, let’s talk: 800.537.7179
All entities that have contracts with customers will be affected by the new revenue recognition standard, including not-for-profit organizations.
The Financial Accounting Standards Board (FASB)'s Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606) creates a five-step revenue recognition model that replaces a rules-based approach with a principles-based approach. The changes are wide-ranging and will have more of an impact on commercial entities than the nonprofit sector, and not-for-profit organizations will have some exceptions to following the new standard. Contributions, for example, are scoped out of the changes. Nevertheless, other provisions of the new guidance could be of interest and should be considered carefully.
As today's not-for-profit organizations shift from being purely mission focused to operating more “like a business,” certain core principles and fundamentals apply to both. To wit, it is vital for audit committee members to stay ahead of relevant changes to legal and regulatory requirements in this challenging environment. Take a look.
Handy chart of the day: Recent SEC guidance and rulesAndrew Shawber
Are you confused about recent SEC guidance and proposed and final rules impacting public companies? So were we, so we put together this handy chart.
It covers the following recent SEC guidance and proposed and final rules:
- Amendments to "smaller reporting company" definition
- Non-GAAP financial measures
- Hedging policy disclosure
- Executive compensation clawback policy
- CEO pay ratio disclosure
- Pay-for-performance
- Bonus! An overview of the scaled disclosure requirements for "smaller reporting companies" under Reg. S-K and Reg. S-X
Feel free to share!
These amendments redefine the scope and administration of the Economic Substance regime in the UAE, subject to a retrospective effect from 1st January 2019.
Small businesses in North Carolina will soon be permitted to raise up to $2 million from average investors with certain limits. This is the result of legislation passed by the North Carolina General Assembly in July 2016. Businesses that use the “Invest N.C. exemption” can utilize the Internet to organize such a fundraiser. However, firms must follow certain regulations, including requirements on how much can be raised from each investor, what kind of financial information must be disclosed, and periodic reporting requirements to keep investors informed. The N.C. Securities Division will oversee administration of the crowdfunding exemption.This seminar is planned as an overview of investment crowdfunding for businesses that may want to utilize this option. The speaker will cover the following:
-a regulatory overview and how crowdfunding fits within securities laws
-the legal do’s and don’ts of a crowdfunding offering
-the marketing aspects
-what you can say and how to reach investors
-utilizing a web site intermediary – picking one and connecting with investors.
A synopsis of the Financial Conduct Authority’s (FCA) latest news and publications issued in April and May 2018.
With GDPR and MiFID II processes now firmly embedded in our daily lives, many of our readers will look back at the months of April and May with a sense of relief.
Early-stage companies need tremendous amounts of cash to grow rapidly. Yet, angel groups and venture-capital firms are not usually a realistic option for early stage startups. Additionally, entrepreneurs often find that financing options such as savings, friends, family, and bank loans, even if available, cannot cover the high startup costs attendant to growing a business. Recently, the media has anointed "crowdfunding" as the solution to this startup capital gap. But what exactly is crowdfunding?
For private software deals, determining working capital can be tricky. Here, we will explain (from the seller’s perspective), the basics of the working capital adjustment; discuss some pitfalls; and takeaways.
On October 30, 2015, the Securities and Exchange Commission (SEC) issued the final rules related to crowdfunding for select companies. The rules fulfill Title III of the Jumpstart Our Business Startups (JOBS) Act, which was signed into law in 2012.
Aula ( incompleta) da relação entre a origem da vida e do corpo com a Educação Física. Os trechos em branco, serão complementados de acordo com o conhecimento prévio dos alunos e a visão deles sobre o tema.
Aula envolvendo conceitos básicos e vivência prática . Tema: Frequência Cardíaca. Sugestão para a parte prática: dividir a turma em grupos, anotar a frequência card. de cada componente: antes, durante e após as atividades físicas desenvolvidas na aula. Circuito funcional psicomotor ou esportes.
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashingto.docxouldparis
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-02217
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
58-0628465
(I.R.S. Employer Identification No.)
One Coca-Cola Plaza, Atlanta, Georgia
(Address of principal executive offices)
30313
(Zip Code)
Registrant's telephone number, including area code: (404) 676-2121
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, $0.25 Par Value New York Stock Exchange
Floating Rate Notes Due 2019 New York Stock Exchange
Floating Rate Notes Due 2019 New York Stock Exchange
0.000% Notes Due 2021 New York Stock Exchange
1.125% Notes Due 2022 New York Stock Exchange
0.75% Notes Due 2023 New York Stock Exchange
0.500% Notes Due 2024 New York Stock Exchange
1.875% Notes Due 2026 New York Stock Exchange
1.125% Notes Due 2027 New York Stock Exchange
1.625% Notes Due 2035 New York Stock Exchange
1.100% Notes Due 2036 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
___________________________________________________
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to
submit and post such files). Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10 K.
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the def ...
Rethinking Executive Compensation While Awaiting Section 162(m) GuidanceFulcrum Partners LLC
This whitepaper report has been prepared by: Bruce Brownell, CFP, Founder and Managing Director Fulcrum Partners; G. Scott Cahill, CLU, Founder and Managing Director Fulcrum Partners; Joan Vines, Managing Director, National Tax - Compensation and Benefits, BDO; Carl Toppin, Managing Director Compensation and Benefits, BDO; Andrew Gibson, Regional Managing Partner - Tax Services BDO; and Peter Klinger, Partner, Compensation & Benefits, BDO.
This SEC in Focus includes remarks from SEC Chairman Jay Clayton on cybersecurity disclosures in SEC filings, recent guidance on pay ratio disclosure requirements, regulatory relief for companies and individuals affected by recent hurricanes, staff clarifications about its nonpublic review program and recent trends in SEC staff comments on non-GAAP measures and other topics.
In Canada, tax is paid at both federal and provincial (i.e. state) levels of government.
Both the federal government and most provincial governments provide funding for scientific and technological R&D through a system of tax credits.
The official title of this system of R&D tax credits is the Scientific Research & Experimental Development tax credit abbreviated SR&ED.
The SR&ED program is administrated by the Canada Revenue Agency abbreviated CRA.
All taxpayers anywhere in Canada are eligible to receive R&D tax credits at the federal level. Eligibility for R&D tax credits at the provincial level is predicated on two considerations; First the province must have an R&D credit and second, you must be a taxpayer in that province.
In addition to being done by a Canadian taxpayer, the R&D work must be done in Canada.
Specific Risks And Nature Of The Company Invent Youself/tutorialoutletdotcomapjk222
FOR MORE CLASSES VISIT
www.tutorialoutlet.com
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
Mercer Capital's Noncompete Agreements for Section 280G ComplianceMercer Capital
Golden parachute payments have long been a controversial topic. These payments, typically occurring when a public company undergoes a change-in-control, can result in huge windfalls for senior executives and in some cases draw the ire of political activists and shareholder advisory groups. Golden parachute payments can also lead to significant tax consequences for both the company and the individual. Strategies to mitigate these tax risks include careful design of compensation agreements and consideration of noncompete agreements to reduce the likelihood of additional excise taxes.
The biggest accounting changes coming out of the third quarter affected not-for-profit organizations, but other projects received minor updates, too. In addition, several exposure drafts have been issued, including the expected exposure draft of targeted improvements to hedge accounting.
The Diamond Datascram Diaries: Diamond Datascram DominancePolsinelli PC
Diamond Datascram Inc. is well-funded by private equity and considering going public and global. The company has caught on like fire and competition for top talent is becoming fierce! Polsinelli’s Labor and Employment attorneys will be joined by colleagues in the Securities & Corporate Finance and Employee Benefits & Executive Compensation practices to address issues common to companies in a strategic growth stage.
Bulletin #42 - Canadian Government to Support SR&ED Lenders
law360-5-comp-considerations-2013
1.
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Phone: +1 646 783 7100 | Fax: +1 646 783 7161 | customerservice@law360.com
5 Executive Comp Considerations For Proxy Season
Robin Struve Regina Schlatter Carol Samaan
Latham & Watkins Latham & Watkins Latham & Watkins
Law360, New York (March 08, 2013, 2:36 PM ET) ‐‐ In addition to the normal disclosure required in the
U.S. Securities and Exchange Commission's Compensation Discussion and Analysis (CD&A) portion of the
annual proxy statement, companies should consider the following items when preparing the 2013 proxy
statement:
1) Section 162(m) Compliance
In general, Section 162(m) of the Internal Revenue Code limits the tax deductibility of compensation
paid to the CEO and the next three most highly compensated officers (not including the CFO) of any
public company to $1 million, unless the compensation is “qualified performance‐based compensation”
(QPBC). QPBC can only be paid pursuant to a plan or arrangement that is approved by shareholders.
If the plan allows for discretion as to the type of performance goals pursuant to which QPBC could be
paid (which is typical of many public company plans), then shareholder approval of the plan must be
obtained at least every five years in order for the compensation payable under such plan to continue to
qualify as QPBC. Special transition rules also apply for companies that become publicly traded through
an IPO.
Accordingly, companies whose equity and bonus plans which were last approved by shareholders in
2008, and companies with such plans that underwent an IPO in 2009 (or more recently), should review
their plans to determine whether or not shareholder approval is necessary in 2013 for Section 162(m)
purposes.
2) Compensation Consultant Independence
Regulation S‐K Item 407(e)(3)(iv) requires disclosure of any conflicts of interest involving compensation