Annual Reports Securities & Exchange Commission

News & Analysis as of

The SEC’s Annual Report on the Dodd-Frank Whistleblower Program Shows Increased Activity

On November 15, 2016, the Securities and Exchange Commission (SEC) released its Annual Report on the Dodd-Frank Whistleblower Program. The Whistleblower Program was established by Section 21F of the Dodd-Frank Act, which...more

2016 Proskauer Annual Review and Outlook for Hedge Funds, Private Equity Funds and Other Private Funds

This special report provides a summary of some of the significant changes and developments that occurred in the past year in the private equity and hedge funds space, as well as certain recommended practices that investment...more

Overdue Relief from Sending Glossy Annual Reports to the SEC

It is well known that Securities Exchange Act Rule 14a-3 requires a public company to send an annual report to its shareholders (or provide access to an annual report) when it holds a meeting to elect directors. Less well...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

Change Regarding Mailing of Annual Reports to Stockholders

The SEC Division of Corporation Finance issued a new interpretation yesterday that allows a company to post its annual report to shareholders to its website (and keep it posted for at least one year) rather than mail the SEC...more

No Need to Mail Annual Reports to SEC if . . .

As many know, Exchange Act Rule 14a-3(c) and Rule 14c-3(b) require registrants to mail seven copies of the annual report sent to security holders to the Commission “solely for its information.” A similar provision in Form...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

SEC Suspends Regulation A+ Offering

In the first action of its kind, the SEC has temporarily suspended the Tier 2 Regulation A+ offering of Med-X, Inc. The $15 million continuous offering of common stock was qualified by the SEC on November 3, 2015. ...more

FSOC on Fintech Risks, Cybersecurity Vigilance

An annual report from the Financial Stability Oversight Council (FSOC) recently focused on the risks presented by the burgeoning fintech industry as well as the continuing "pressing concern" of cyber threats and...more

"SEC Amends Form 10-K to Specifically Allow New Summary Section"

On June 1, 2016, the U.S. Securities and Exchange Commission (SEC) amended Form 10-K to specifically allow companies to provide a summary section in their annual reports. This revision to Form 10-K was adopted to implement...more

"Annual Meeting Proxy Statement Filing Reminders"

Following are a few points to consider when preparing proxy statement materials for filing with the U.S. Securities and Exchange Commission (SEC) in connection with annual shareholder meetings....more

It’s Annual Report Time—Helpful Tips for the Preparation of 2015 Form 20-F

It is that time of the year for a large number of non-US companies to prepare their annual reports on Form 20-F. For companies with a calendar year-end, the Form 20-Fs must be filed with the US Securities and Exchange...more

How to Prepare for Annual Reporting

Annual reporting season is once again upon us, so as you dust off your to do list, here are a few of the many important items for in-house counsel to consider during the inevitable flurry of activity in the coming weeks....more

2016 Proxy Season Field Guide

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

Resource Extraction Payments Disclosure: “I’ve Information Vegetable, Animal, and Mineral”

Section 13(q) of the Securities Exchange Act of 1934 directed the SEC to issue rules requiring resource extraction issuers to include in an annual report information relating to any payment made by the issuer, a subsidiary of...more

Feds Fish in Form PF

Annual reports that the SEC must submit to Congress provide insight into how the agency is exploiting the wealth of information that private fund advisers are required to file with it on Form PF. The SEC developed Form PF...more

SEC Publishes 2015 Whistleblower Report

The SEC published its 2015 Annual Report on the Dodd-Frank Whistleblower Program. The report indicates the SEC received 3,923 tips in fiscal year 2015, compared to 3,620 tips in fiscal year 2014. From fiscal year 2012, the...more

"Corporate Finance Alert: SEC Finalizes Crowdfunding Rules, Proposes to Expand Intrastate Offering and Rule 504 Exemptions"

The U.S. Securities and Exchange Commission (SEC) recently took several important steps to facilitate smaller securities offerings. First, it adopted final rules for the new Securities Act exemption for securities-based...more

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

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?

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...

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

SEC Adopts Final Rules Requiring Pay Ratio Disclosure

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

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

Governance & Securities Law Focus: Europe Edition - July 2015

In this issue: - Financial Reporting: Commission Delegated Regulations on Equivalence of Certain Third Country National GAAPs to IFRS - Proxy Advisers: ESMA Consultation on Best Practise Principles for Voting...more

U.S. SEC Approves Proposals to Modernize Reporting Requirements for Registered Investment Companies and Registered Investment...

The U.S. Securities and Exchange Commission (SEC) today unanimously approved proposals (Proposals) to modernize the reporting of information provided by registered investment companies (funds) and registered investment...more

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