As discussed in our January 10, 2024 webinar, new SEC rules require resource extraction issuers that file reports with the SEC to file a Form SD within 270 days after each fiscal year end to report their payments to the U.S....more
5/30/2024
/ Canada ,
Corporate Governance ,
Corporate Issuers ,
Filing Deadlines ,
Form SD ,
New Guidance ,
Reporting Requirements ,
Resource Extraction ,
Securities and Exchange Commission (SEC) ,
Subsidiaries ,
UK
In 2022, many SEC reporting companies with mineral resource assets completed their inaugural SEC annual report on Form 10-K or 20-F subject to the SEC’s mining disclosure rules in subpart 1300 of Regulation S-K...more
On December 15, 2021, the SEC proposed amendments to Rule 10b5-1, a rule that provides a safe-harbor from liability from the “insider trading” prohibitions under Section 10(b) of the Securities Exchange Act and Rule...more
For those public companies soon to be receiving shareholder proposals for their upcoming annual shareholder meetings, please keep in mind that in September 2020, the SEC adopted amendments to Rule 14a-8. These amendments...more
I live and work in the Seattle area. As a result of COVID-19, school districts are now closed for 6 weeks, Seattle public libraries are closed for a month, a number of restaurants have closed for the time being and my beloved...more
3/16/2020
/ Annual Meeting ,
Bylaws ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Proxy Statements ,
Publicly-Traded Companies ,
Relief Measures ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Virtual Meetings
Preparations for annual reporting on Form 10-K and the 2020 proxy season have begun in earnest for many companies. We have summarized certain governance and disclosure developments that should be considered in the course of...more
1/22/2020
/ Audits ,
Board of Directors ,
Confidential Information ,
Corporate Governance ,
Corporate Social Responsibility ,
Critical Audit Matters (CAMs) ,
Disclosure Requirements ,
Diversity ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-K ,
Hedging ,
Institutional Shareholder Services (ISS) ,
MD&A Statements ,
New Guidance ,
No-Action Letters ,
Overboarding ,
PCAOB ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Regulation S-K ,
Risk Assessment ,
Securities ,
Securities and Exchange Commission (SEC) ,
Woman Board Members ,
XBRL Filing Requirements
Last week, the SEC published guidance regarding Inline XBRL. The SEC adopted rules for Inline XBRL in June 2018. For those of you whose first question is “what is Inline XBRL?”, Inline XBRL allows the XBRL data to be embedded...more
On October 31, 2018, the SEC adopted final rules effecting a complete overhaul of the technical disclosure requirements applicable to companies engaged in material mining operations, including royalty companies. Upon...more
The SEC adopted new rules today that will require disclosure of a company’s hedging policies in proxy statements or information statements relating to the election of directors.
The new rules are set forth in new Item...more
On August 17th, the SEC adopted amendments updating and simplifying disclosure rules. See our prior summaries here and here. The rules have finally been posted today in the Federal Register, which makes them effective...more
Human nature being what it is, the law, in its wisdom, does not presume that directors will be competent judges of the fair treatment of their company where fairness must be at their own personal expense.
According to the...more
Tax reform efforts by Congress are ongoing, and the substance of the tax bills remains fluid. However, for foreign corporations with U.S. operations, there are some specific potential risks to consider, such as additional...more
As noted in the earlier post, the House passed the Financial CHOICE Act yesterday. While the headline-grabbing aspects of the Financial CHOICE Act relate to a repeal of the Volcker Rule and reducing the authority of the...more
The House passed the Financial CHOICE Act on Thursday as part of the new administration’s bid to overhaul Dodd-Frank. It is not expected to get through the Senate in its current form, but it does provide an interesting read....more
On February 14, 2017, President Trump approved a joint resolution of Congress that disapproves the SEC’s rule requiring specific disclosures by resource extraction issuers, effectively repealing the rule. The rules required...more
On October 26, 2016, in a split vote, the SEC proposed the mandated use of universal ballots in contested director elections at annual meetings. The proposed rules were controversial even before they were proposed – the House...more
On July 12, 2016, the US Department of Justice announced a record $11 million fine against an activist investment firm for improperly claiming an exemption from Hart-Scott-Rodino’s notification and waiting period provisions...more
7/19/2016
/ Acquisitions ,
Beneficial Owner ,
CDIs ,
Department of Justice (DOJ) ,
Exemptions ,
Hart-Scott-Rodino Act ,
New Guidance ,
Passive Activity ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholders
On June 16, 2016, the SEC proposed a major overhaul of the disclosure requirements for companies that are engaged in material mining operations, including royalty companies. The proposed rules would replace the SEC’s...more
7/8/2016
/ Canada ,
Comment Period ,
Corporate Counsel ,
CRIRSCO ,
Disclosure Requirements ,
Foreign Private Issuers ,
Materiality ,
Mineral Exploration ,
Mineral Leases ,
Minerals ,
Mining ,
Proposed Regulation ,
Regulation S-K ,
Resource Extraction ,
Royalties ,
Securities and Exchange Commission (SEC)
On June 16, 2016, the SEC proposed new rules to update disclosure requirements for mining properties. The intent of the proposed rules is align them more closely with current industry and global standards, specifically...more
On January 13th, the SEC issued two interim final rules implementing portions of the Fixing America’s Surface Transportation Act (the FAST Act). These interim final rules...more
On December 11, the SEC re-proposed rules requiring disclosure of government payments by resource extraction issuers. The proposed rules will require resource extraction issuers to disclose payments made to the U.S. federal...more
On December 4, 2015, President Obama signed into law the Fixing America’s Surface Transportation Act (the FAST Act). While the FAST Act is primarily a transportation bill, the Act includes several reforms designed to simplify...more
Yesterday, just in time for the start of the proxy season, the Securities and Exchange Commission published its eagerly-awaited guidance on two shareholder proposal exclusions – Rule 14a-8(i)(9) (“directly conflicts”...more
On September 2, a federal judge held that the SEC had “unlawfully withheld” agency action by failing to promulgate final rules requiring disclosure of government payments by resource extraction issuers and gave the SEC 30...more
On Friday, the SEC and Amnesty International each filed petitions seeking a rehearing en banc of the August 2015 panel opinion of the U.S. Court of Appeals for the District of Columbia Circuit regarding the conflict minerals...more