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To summarize and explain the US Securities and Exchange Commission’s (Commission) recent report of investigation cautioning public companies to consider cyber-related threats when designing and implementing internal accounting controls.

Explains that the Commission’s report arose out of a Commission enforcement investigation into the internal accounting controls of nine unidentified public companies that were victims of email scams, explains that the Commission issued the report to emphasize that cybersecurity remains a high priority for the Commission and the report should serve as a reminder that all public companies need to consider cyber-related threats when devising and maintaining internal accounting controls and provides practical considerations for public companies to consider in light of the Commission’s report.

Public companies should assume that the Commission is actively monitoring all areas related to cybersecurity, including corporate disclosures of cyber-related incidents and also whether companies have established policies, procedures, and internal controls in place to ensure cyber-related incidents are prevented. Given that assumption, public companies should take prompt steps to assess and, if appropriate, improve internal accounting controls, disclosure controls, and cyber-related policies and procedures to address the risk of cyber-related incidents.

Practical guidance from experienced securities lawyers.

To outline and summarize the new disclosure requirements under the Securities and Exchange Commission’s proposed pay-for-performance rule, as mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act.

This article highlights the proposed new disclosure requirements, while briefly discussing the technical requirements under the rule. The article concludes with a summary of the next steps in the rulemaking process followed by our observations of various issues raised by the proposed new disclosure requirement.

While the contours of any new disclosure requirements will depend on the specifics of the final rule, the pay-for-performance rule, as proposed, would represent a significant new annual disclosure obligation for many public companies.

Practical guidance from experienced securities and capital markets attorneys.

The purpose of this paper is to explain changes to the SEC rules governing private offerings of securities, permitting general solicitation and general advertising in certain private placements conducted under Rule 506 of Regulation D under the US Securities Act of 1933, and amending Rule 506 to disqualify certain “bad actors” from private placements conducted under the rule.

The paper explains the new Rule 506(c), which removes the prohibition on general solicitation and general advertising provided that all purchasers are accredited investors and the issuer has taken all reasonable steps to verify that they are accredited investors. The paper explains the final rules relating to bad-actor disqualifications, and also explains several amendments to Regulation D that the SEC has proposed to give the Commission additional insight into the market and help prevent potential fraud.

In adopting these rule amendments simultaneously, the SEC balanced the often counterpoised considerations of promoting capital formation and protecting investors.

Issuers engaging in offerings under the new Rule 506(c) must develop adequate processes to verify the accredited investor status of purchasers and to identify bad actors as defined in the rule.

The paper provides practical guidance from experienced financial services lawyers.

The purpose of this paper was to determine to what extent Hong Kong’s experience proves (or disproves) theories from corporate governance in the areas of family ownership, concentration, self-dealing in Hong, executive compensation and other issues. This paper – written in the comparative corporate governance tradition – uses data from Hong Kong to discuss wider trends and issues in the corporate governance literature.

The authors use the comparative corporate governance approach – exposing a range of corporate governance theories to the light of Hong Kong data. The authors purposely avoid over-theorising – leaving the data to speak for themselves for other researchers interested in such theorising.

The authors find that Hong Kong presents corporate challenges that are unique among upper-income jurisdictions – in terms of potentially harmful (shareholder value diminishing) family relationships, shareholder concentration and self-dealing by insiders. The authors also show that excessive executive compensation, accounting and audit weaknesses do not pose the same kinds of problems they do in other countries. The authors provide numerous comments on theoretical papers throughout the presentation in this paper.

The authors chose a relatively unused research approach that eschews theory building – instead, the authors use data from a range of sectors to build an overall picture of corporate governance in Hong Kong. The authors subsequently affirm or critique the theories of others in this paper.

The original analysis conducted by the authors provided 22 recommendations for revising listing rules for Hong Kong’s stock exchange. Others – particularly Asian officials – should consider Hong Kong’s experience when revising their own corporate governance listing rules and regulations.

This paper offers new and original insights in four directions. First, the authors use the empiricist’s method – presenting data from a wide range of corporate governance areas to comment on and critique existing studies. Second, the authors provide a system-wide view of corporate governance – showing how different parts of corporate governance rules work together using concrete data. Third, the authors provide a new study in the comparative corporate governance tradition – another brick in the wall that is “normal scientific progress”. Fourth, the authors pose tentative resolutions to highly debated questions in corporate governance for the specific time and place of Hong Kong in the early 2010s.

Poor indoor air quality (IAQ) contributing to occupants’ health symptoms is a universal, typically ventilation-related, problem in schools. In cold climates, low-cost strategies to improve IAQ in a naturally ventilated school are rare since conventional methods, such as window opening, are often inappropriate. This paper aims to present an investigation of strategies to relieve health symptoms among school occupants in naturally ventilated school in Finland.

A case study approach is adopted to thoroughly investigate the process of generating the alternatives of ventilation redesign in a naturally ventilated school where there have been complaints of health symptoms. First, the potential sources of the occupants’ symptoms are identified. Then, the strategies aiming to reduce the symptoms are compared and evaluated.

In a naturally ventilated school, health symptoms that are significantly caused by insufficient ventilation can be potentially reduced by implementing a supply and exhaust ventilation system. Alternatively, it is possible to retain the natural ventilation with reduced number of occupants. The selected strategy would depend considerably on the desired number of users, the budget and the possibilities to combine the redesign of ventilation with other refurbishment actions. Furthermore, the risk of poorer indoor air caused by the refurbishment actions must also be addressed and considered.

This study may assist municipal authorities and school directors in decisions concerning improvement of classroom IAQ and elimination of building-related symptoms. This research provides economic aspects of alternative strategies and points out the risks related to major refurbishment actions.

Since this study presents a set of features related to indoor air that contribute to occupants’ health as well as matters to be considered when aiming to decrease occupants’ symptoms, it may be of assistance to municipal authorities and practitioners in providing a healthier indoor environment for pupils and teachers.

The purpose of this paper is to illustrate the development of research based on the IMP approach during the four decades since the inauguration in 1976. The paper presents a network analysis of IMP research based on one of the central IMP frameworks: the ARA model.

The main activity analysed is the annual IMP conference. The development over time is described by comparison of three conferences (1984, 1998 and 2012) with regard to the themes of the papers presented. In addition, some joint research projects are described. The most central resources are the research frameworks and findings presented in books and journals. To illustrate this dimension, the authors have traced all IMP publications that had been cited more than 100 times in 2013. In the actor layer, the authors investigated the development over time of the distribution of publications and conference presentations on research groups.

The paper shows how IMP has evolved into a research network around common themes of which business relationships and networks are the most significant. The activities of various research groups have become increasingly interlinked through joint research programmes, annual conferences and seminars, a website and a dedicated journal.

The paper provides a detailed illustration of the development of the IMP network. The description of this process is of general relevance as an example of how research ideas can develop and become established in terms of a distinct research network.