In response to the transparency issues around proxy advisory firms, the Securities and Exchange Commission (“SEC”) recently proposed new rules for proxy advisory firms. A proxy advisory firm helps institutional investors vote their shares at shareholder meetings. Because institutional investors have a wide variety of holdings, the specific risks and issues they must assess vary. The services proxy advisory firms provide include agenda assessment, research and recommendations on how to vote on shareholder proposals at publicly traded companies, and other offerings.

closeup shot of three men sitting at a wooden table by a glass window; image used for a blog post about the Securities Exchange Commission proposed rules for proxy advisory firms and shareholder voting

While more information can be a good thing, critics believe the additional information proxy advisory firms provide isn’t always conveyed with the best interests of Main Street investors in mind. So, if finalized, the SEC’s new rules would require proxy advisory firms to disclose more about their process and potential conflicts of interest and give companies the opportunity to make revisions before making final recommendations to clients. Specifically, the SEC’s proposals would revise the existing proxy advisory rules in three significant ways:


Continue Reading

Jen: This is the PKF Texas Entrepreneur’s Playbook. I’m Jen Lemanski, and I am back once again with Marty Lindle, one of our audit directors and one of the faces of PKF Texas’ Broker-Dealer team. Marty, welcome back to the Playbook.

Marty: It’s nice to be here.

Jen: So, we’ve talked a little bit about what’s in the eighth annual report. Now, is there anything new coming up on the horizon that’s not in there already?

Marty: Well, the SEC and Congress still haven’t issued the final rules for an inspection program, so we’re still in the interim program.


Continue Reading

One of the most laborious tasks for small businesses is managing payroll. It’s critical you not only withhold the right amount of taxes from employees’ paychecks, but also that you pay them over to the federal government on time.

a teal sticky note with the words "sign here" on top of a tax withholding document; for a blog post about payroll tax penalty for small businesses

If you willfully fail to do so, you could personally be hit with the Trust Fund Recovery Penalty, also known as the 100% penalty. The penalty applies to the Social Security and income taxes required to be withheld by a business from its employees’ wages. Since the taxes are considered property of the government, the employer holds them in “trust” on the government’s behalf until they’re paid over.

The reason the penalty is sometimes called the “100% penalty” is because the person liable for the taxes (called the “responsible person”) can be personally penalized 100% of the taxes due. Accordingly, the amounts the IRS seeks when the penalty is applied are usually substantial, and the IRS is aggressive in enforcing it.


Continue Reading

In response to the American Institute of Certified Public Accountants Private Companies Practice Section’s Technical Issues Committee (TIC) request letter from May 13, 2019, the Financial Accounting Standards Board (FASB) has voted to delay effective dates for three major standards for private companies and certain other entities. These standards include accounting for leases, credit losses (known as CECL) and hedging activities.

through a window, several black rolling chairs sit around a wooden table, a meeting room, maybe for FASB voting on delaying major standards

Currently, an Accounting Standards Update (ASU) is being drafted, which will change the effective dates. This will be issued after a formal written ballot by the board, expected to occur in November. FASB members shared that one of the advantages of the delay is to “allow preparers with limited resources to learn from the implementation performed by large public companies that possess more staffing and resources.”


Continue Reading

In our continuing effort to help you co-create your business future, we offer the following ideas, insights and perspectives. These thought leadership pieces in the latest Leading Edge Digital Magazine for Summer 2019 are ready to be accessed any time, anywhere at LeadingEdgeMag.com/PKFTexas.

the Leading Edge Digital Magazine articles for summer 2019

If you have topics you would like us to cover in future Leading Edge Digital Magazine editions, contact us. As always, we enjoy receiving comments and feedback from our clients and the friends of our firm.


Continue Reading

According to a Sept. 26, 2019 press release, the Securities and Exchange Commission recently voted to adopt a new rule, which allows all issuers to engage in “test the waters” communications with potential investors. According to the SEC, the rule was adopted in order to encourage more issuers to enter public equity markets.

close up photo of a man in a blue suit, holding a pen to a paper, perhaps a document for a new rule from the Securities Exchange Commission (SEC)

The communications made under the rule are allowable as long as they are not intended to evade the requirements of Section 5 of the Securities Act, and issuers will still be required to ensure that their filings are compliant with the new rule.


Continue Reading

As an employer, you must pay federal unemployment (FUTA) tax on amounts up to $7,000 paid to each employee as wages during the calendar year. The rate of tax imposed is 6% but can be reduced by a credit (described below).

a conference room with long vertical windows and 20 chairs with wheels sitting around a table; photo used in blog post about unemployment tax costs for businesses

Most employers end up paying an effective FUTA tax rate of 0.6%. An employer taxed at a 6% rate would pay FUTA tax of $420 for each employee who earned at least $7,000 per year, while an employer taxed at 0.6% pays $42.


Continue Reading

The day began bright and early on Friday, September 27, 2019, with a breakfast panel at the Royal Sonesta, “What’s Next for Your Business: Transition Planning,” sponsored by PKF Texas and hosted by the Houston Business Journal (HBJ).

six American gentlemen standing in a line in front of tall posters for the Houston Business Journal and PKF Texas' transition planning panel breakfast event

The HBJ’s Market President and Publisher, Bob Charlet, moderated the panel, which included:

Because not every business sale is the same and has different working components, the panelists shared their knowledge and insights via anecdotes and personal accounts of trials and tribulations from past deals.


Continue Reading