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Will Congress Deep Six The SEC’s Resource Extraction Rule?

In December of last year, I wrote about how the Securities and Exchange Commission’s Resource Extraction Rule might meet an untimely end. See There’s Still Time For Congress To Void The SEC’s Resource Extraction Rule (Dec....more

There’s Still Time For Congress To Void The SEC’s Resource Extraction Rule

Last June, the Securities and Exchange Commission belatedly adopted a rule requiring disclosure of resource extraction payments by issuers. As I wrote at the time...more

When The SEC Become A Real Estate Regulator

For at least a century, it has been said that only three things matter in real estate: location, location, location. Recently, the Securities and Exchange Commission took this old saw to heart in the context of disclosure of...more

“Tandy Letter” Requests – RIP

Broc Romanek reported yesterday that the staff of the Securities and Exchange Commission will no longer require “Tandy Letter” disclaimers in responses to staff comments. Among other things, the Tandy Letter policy required...more

SEC Declines To Define “Mineral” In Resource Extraction Rule But Then Defines It Anyway

As reported by Broc Romanek yesterday, the Securities and Exchange Commission adopted (again) a resource extraction rule. Congress had ordered the SEC to adopt a rule by April 17, 2011. After belatedly adopting a rule, the...more

Clock Winds Down On Resource Extraction Disclosure Rule

Congress told the SEC to adopt a resource extraction disclosure rule by no later than April 17, 2011. The SEC missed that statutory deadline by over a year. After the SEC belatedly adopted a rule in 2012, the U.S. District...more

Does The SEC’s New Form 10-K Rule Create A New Disclosure Standard?

Yesterday, the Securities and Exchange Commission announced that it has adopted an interim final rule that allows Form 10-K filers to provide a summary of business and financial information contained in their annual reports. ...more

Why Some Delaware Corporations Will Want To Waive This California Statute

In yesterday’s post, I commented on a recent ruling by former Vice Chancellor John W. Noble to the effect that “Delaware disclosure law which generally does not require disclosures to shareholders unless shareholder action is...more

Bill Aims To Put The Kibosh On Alleged Hedge Fund Stock Price Manipulation

The California Corporate Securities Law has long declared a number of manipulative devices to be unlawful.  See Cal. Corp. Code § 25400.  Now, a California legislator wants to add to the list.  As amended last week, SB 726...more

What, If Anything, Is Wrong With The Contractual Obligations Table?

Many readers will recognize the table above as being required by Item 303(a)(5) of Regulation S-K. The Securities and Exchange Commission added this disclosure requirement in 2003, explaining in the adopting release...more

Insurance Commissioner Calls For Thermal Coal Divestment And Disclosure

Late last month, California’s Insurance Commissioner announced that he had “asked all insurance companies doing business in California to voluntarily divest from their investments in thermal coal”. Thermal coal, also known...more

District Court Declines To Redress The SEC’s Failure To Respond To Petition Seeking Political Spending Disclosure Rule

Although placed right up front in the First Amendment to the U.S. Constitution, the right to petition the government for redress of grievances is often overshadowed by the other First Amendment rights. There can be no doubt,...more

Court Holds SEC Filing Is Not Public Disclosure

California has patterned its false claim law, Cal. Gov’t Code §§ 12650 et seq., after the federal False Claims Act. As the names of these laws suggest, they are intended to protect the public fisc from false or fraudulent...more

California’s Bizarre Voting Record Disclosure Requirements

Section 711 of the California Corporations Code is so poorly drafted that it almost defies explanation. According to the legislature’s findings, the ostensible purpose of the statute is to facilitate the informed and active...more

“Not De Minimis” Is No Small Thing!

Having failed to meet a Congressional deadline for years, a federal court last fall ordered the Securities and Exchange Commission to adopt a resource extraction payments disclosure rule as required by Section 13(q) of the...more

To Whom Does “Related Parties” Refer In A.S. No. 18?

In June of last year, the Public Company Accounting Oversight Board adopted Auditing Standard No. 18 which “establishes requirements regarding the auditor’s evaluation of a company’s identification of, accounting for, and...more

This Evidentiary Privilege May Stop At The Border

Unlike other states, California’s rules of evidence are found in statutes, not court rules.  This is not simply a legal curiosity.   The statutory basis of California’s “rules” of evidence have real world implications....more

CalPERS And Pay Equity

The Securities and Exchange Commission has given notice of its intent to adopt final pay ratio disclosure rules at its meeting next week.  In applauding the SEC’s proposed rules, the California Public Employees’ Retirement...more

California’s Bizarre Voting Records Disclosure Requirement

Some statutes are so poorly drafted that one hardly knows where to begin. One such statute is Section 711 of the California Corporations Code. According to the legislature, the purpose of the statute is “to serve the public...more

SEC Is Sued Again For Doing Nothing

Thursday, Broc Romanek wrote about a lawsuit filed earlier this week against the Securities and Exchange Commission due to its failure to respond to a petition asking the Commission to adopt political spending disclosure...more

Oxfam America Argues SEC Has “Unlawfully Withheld And Unreasonably Delayed” Resource Extraction Rule

I’ve often wished that my legal acumen could be judged by the same standard as professional baseball players. If that were the case, I could be wrong nearly 60% of the time and yet be considered one of the greatest legal...more

Why Commissioner Gallagher Is Not Mistaken On Political Spending Disclosure

In this post published on October 30, I observed: According to Enver Fitch and Limor Bernstock at ISS ESG Proxy Research, shareholders associated with the Center for Political Accountability submitted 47 proposals this...more

Name And Shame No More?

The last few years has seen the rise of so-called “name and shame” laws. The aims of many these laws may be laudable, but yesterday’s decision by the Court of Appeals for the District of Columbia Circuit calls their...more

Another Modest Proposal – Risk Factors

This week, Broc Romanek launched CorporateAffairs.tv. No, it’s not a live video feed of boardroom dalliances. One of Broc’s first videos, Dramatic Risk Factors: We Face Competition (Vol. 1), inspired me to write about an...more

Would Disclosure Improve If The SEC Used The “Magic Word” A Bit More Often?

Recently, I was working on a registration statement on Form S-3 and I happened to notice the following jarring juxtaposition in the instructions on the cover page...more

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