The U.S. District Court for the Southern District of New York preliminarily approved a proposed settlement between comScore Inc. and its shareholders to resolve a complaint related to accounting issues regarding nonmonetary barter transactions and allegedly false and misleading statements made in the company's financial filings with the SEC.
As part of talks in 2017, the parties discussed corporate governance reforms to be implemented as part of the settlement. As a result of the proposed settlement, comScore will receive $10 million in cash to be paid by the individual defendants' insurer and will institute corporate governance reforms that directly address plaintiffs' allegations and are designed to enhance its internal controls and operations.
The reforms include calling an annual meeting of shareholders as soon as practicable, promoting diversity in the board, updating internal controls and procedures for financial reporting, enhancing risk oversight of the company, hiring a chief compliance officer, improving the audit committee, and adopting a nominating and corporate governance committee.
Other reforms include a ban on certain stock repurchases, stock pledges and hedging, and provisions regarding board composition.
A hearing to consider final approval of the settlement is scheduled to be held June 7.
