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Reinventing Public Company Disclosure: SEC Requests Public Comment on Regulation S-K

On April 13, 2016, the U.S. Securities and Exchange Commission (SEC) issued a concept release discussing and requesting public comment on the business and financial disclosure required by Regulation S-K. The concept release...more

SEC’s Disclosure Requirement on Conflict Minerals Again Ruled Unconstitutional — What Now?

In a long-awaited decision, a three-judge panel of the U.S. Court of Appeals for the District of Columbia Circuit (DC Circuit) reaffirmed its prior decision, striking down one aspect of the SEC’s conflict minerals disclosure...more

SEC Issues Concept Release Requesting Input on Potential Audit Committee Disclosure Requirements

At an open meeting held on July 1, 2015, the Securities and Exchange Commission (SEC) issued a concept release seeking input on whether it should adopt rules requiring additional disclosures for audit committees, with a focus...more

SEC Proposes Rules on Mandatory Pay for Performance Disclosure

On April 29, 2015, the Securities and Exchange Commission (SEC) proposed rules that would require public companies to disclose the relationship between executive compensation and the company’s financial performance. The rules...more

Failure to Disclose Known Trends or Uncertainties in Public Filings May Create Liability Under Section 10(b)

On January 12, 2015, the U.S. Court of Appeals for the Second Circuit held in Stratte-McClure v. Morgan Stanley that a failure to make a required disclosure under Item 303 of Regulation S-K in a Quarterly Report on Form 10-Q...more

SEC Charges Insiders for Violations of Section 16(a) and Section 13

On September 10, 2014, the Securities and Exchange Commission announced charges against 28 officers, directors, and major shareholders for violating federal securities laws requiring them to report information about their...more

Supreme Court of Delaware Finds Fee-Shifting Bylaws Permissible and the Potential Delaware Legislative Response

On May 8, 2014, the Supreme Court of Delaware held that fee-shifting provisions in a non-stock corporation’s bylaws can be valid and enforceable if not enacted for an improper purpose or improperly applied, under Delaware...more

D.C. Circuit Partially Strikes Down SEC Conflict Minerals Rules

On April 14, 2014, the U.S. Court of Appeals for the D.C. Circuit issued its long-awaited decision in the challenge to the SEC’s conflict minerals disclosure rule filed by the National Association of Manufacturers (“NAM”) and...more

SEC Wins Victory in Conflict Minerals Rules Litigation

The SEC’s conflict minerals rules have withstood judicial challenge — so far. On July 23, 2013, the U.S. District Court for the District of Columbia rejected the summary judgment motion of the plaintiffs challenging the...more

SEC's Netflix Report Confirms Ability to Use Social Media for Reg. FD Disclosures but Cites Risks

In connection with a Facebook post by Netflix CEO Reed Hastings, the SEC issued a report of investigation on April 2, 2013 (Netflix Report) indicating that Regulation FD permits a company to announce material information...more

New NYSE Listing Standards Applicable to Compensation Committees and Advisers Now Final

On January 11, 2013, the SEC approved new listing standards regarding independence requirements for compensation committees and compensation advisers of New York Stock Exchange (NYSE) listed companies. The NYSE initially...more

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