News & Analysis as of

Annual Reports Disclosure Requirements

If The Market Makes You Do It, Why Should The SEC?

by Allen Matkins on

The basic premise underlying most disclosure requirements seems to be that issuers won’t disclosures to investors unless legally required to do so. Yet, there is ample evidence of issuers making disclosures in the absence of...more

Debt Dialogue: April 2017 - Anti-Fraud Liability for a Violation of Duty to Disclose Trends Heads to the Supreme Court

Item 303 of Regulation S-K requires issuers to disclose in their annual reports on Form 10-K and quarterly reports on Form 10-Q “known trends or uncertainties that have had or that the registrant reasonably expects will have...more

"Annual Meeting Proxy Statement Reminders"

As companies finalize their proxy materials for annual shareholder meetings, they should consider the following U.S. Securities and Exchange Commission (SEC) filing and disclosure requirements. Ensure clarity on the proxy...more

Sustainability Reporting Continues to Mature

Several years ago, voluntary sustainability reporting in proxy statements, annual reports to shareholders, websites and special sustainability reports to various stakeholders began to take hold, even as the SEC continued to...more

A Guide to Executive Branch Gift Rules for 2017

by Perkins Coie on

In this update, we summarize the current rules on providing gifts to federal executive branch officials and employees, including amendments to those rules effective January 1, 2017. The executive branch gift and travel rules...more

Reminders for Foreign Private Issuers for the 2017 Annual Reporting Season

by White & Case LLP on

This memorandum outlines certain considerations for foreign private issuers (FPIs) in preparation for the 2017 annual reporting season. Part I of this memorandum discusses new developments and practical action items for the...more

Reminders for US Public Companies for the 2017 Annual Reporting and Proxy Season

by White & Case LLP on

This memorandum outlines certain considerations for US public companies in preparation for the 2017 annual reporting and proxy season. Part I of this memorandum discusses new developments and practical action items for the...more

SEC Staff Issues Guidance Regarding Requirement to Submit Annual Reports to SEC Under Exchange Act Rules 14a-3(c) and 14c-3(b),...

On November 2, 2016, the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) issued guidance regarding the submission of annual reports by registrants to the SEC under Exchange...more

"SEC Disclosure Brexit Trends"

Three months after the United Kingdom voted to exit the European Union, the timing and scope of Brexit remain unclear. Until such details are determined with specificity, there is and will continue to be increased economic...more

UK Financial Regulatory Developments - June 2016 #17

by Dentons on

ECB publishes governance and risk management review - ECB has published the results of a thematic review that resulted from an in-depth assessment of all significant institutions across the euro area. The review looked...more

Kingdom of Saudi Arabia: Capital Market Authority Amends, Clarifies Listing Rules

by Latham & Watkins LLP on

Domestic issuers will welcome the amendments as they largely clarify or formalize existing CMA practices. Introduction - Further to the continuous efforts of the Capital Market Authority (the CMA) in the Kingdom of...more

HNMLS Issues 8th SRR Annual Report

by Ballard Spahr LLP on

The NMLS issued the 2015 State Regulatory Registry (SRR) Annual Report on February 17, 2016. The Report provides 2015 highlights, including how the National Test with Uniform State Content (UST) was adopted by four additional...more

2016 Proxy Season Field Guide

by Morrison & Foerster LLP on

The 2016 proxy season occurs in an environment of heightened shareholder activism and an ever-increasing focus on compensation and corporate governance disclosures. This Proxy Season Field Guide provides you with an overview...more

Following the Wisdom of the Crowd? A Look at the SEC’s Final Crowdfunding Rules

by Morrison & Foerster LLP on

In this alert, we provide a detailed overview of the final rules, Regulation Crowdfunding, which will be applicable to crowdfunding offerings conducted in reliance on Section 4(a)(6) of the Securities Act of 1933 as amended...more

Title III Crowdfunding is Coming – Is It Right For You?

by Gray Reed & McGraw on

On Friday, the SEC approved equity crowdfunding for non-accredited investors in a 3-1 vote. This is the true equity crowdfunding from the JOBS Act of 2012 known as Title III. Given it has been more than three years to get the...more

Disclosure Rules Regarding Payments by Resource Extraction Issuers Have Been “Unlawfully Withheld” by the SEC – Court Orders...

by Dorsey & Whitney LLP on

Yesterday, a federal judge ordered the SEC to file with the court an expedited schedule for promulgating final rules requiring disclosure of government payments by resource extraction issuers. The SEC has 30 days to file the...more

Alert: Modern Slavery Act 2015

by Cooley LLP on

Larger businesses will soon be required to prepare an annual, public-facing, slavery and human trafficking statement under new requirements imposed by the Modern Slavery Act 2015. This obligation is commonly referred to as...more

SEC Adopts Final Rules Requiring Pay Ratio Disclosure

by Akerman LLP on

On August 5, 2015, the Securities and Exchange Commission adopted final rules mandating pay ratio disclosures pursuant to Section 953(b)(1) of the Dodd Frank Wall Street Reform and Consumer Protection Act. The rules add a new...more

SEC Adopts Final Rules on CEO Pay Ratio Disclosure

by White & Case LLP on

Companies are required to disclose the ratio of median employee annual total compensation to CEO annual total compensation starting in the 2018 proxy season; foreign private issuers, emerging growth companies and smaller...more

Court Affirms California Attorney General’s Demand for Confidential Donor List

by Seyfarth Shaw LLP on

Unwelcome news for charities concerned with donor confidentiality - A recent court ruling upheld the position of the California Attorney General (AG) requiring that charities located or operating in California provide a...more

ELEC Lobbying Deadlines Approach

by Genova Burns LLC on

On Monday, February 16, 2015, businesses, non-profits and special interest groups that paid more than $2,500 in 2014 to make lobbying communications to New Jersey State government officials, directly or indirectly (i.e....more

Ongoing Obligations Under AIFMD for Non-EEA Private Fund Managers – Regulatory Reporting, Annual Investor Report and Investor...

by Ropes & Gray LLP on

The Alternative Investment Fund Managers Directive (the “AIFMD”) introduces new requirements for alternative investment fund managers (“AIFMs”) established in the European Economic Area (“EEA”) and non-EEA AIFMs that market...more

The SEC's Proposed Pay Ratio Rule: What it Could Mean for Your Upcoming Filings

by Smith Anderson on

Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) mandates the Securities and Exchange Commission (SEC) to amend Item 402 of Regulation S-K (Item 402) to require certain companies to...more

SEC Issues Proposed "Pay Ratio" Disclosure Rules

by Goodwin on

The Securities and Exchange Commission recently issued proposed regulations on the “Pay Ratio” disclosure rules. Under these rules, a public company must disclose the ratio of the median of annual total compensation for all...more

The Corporate Communicator - Fall 2013

by Snell & Wilmer on

In this issue of the Corporate Communicator, we provide a summary of the Securities and Exchange Commission’s recently proposed pay ratio disclosures. The pay ratio (sometimes referred to as the “pay disparity” ratio)...more

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