Disclosure Requirements

News & Analysis as of

SEC Proposes Hedging Policy Disclosure Rule

The SEC has proposed a rule that would require new hedging policy disclosure by companies that are subject to SEC proxy rules. The proposed rule would in most cases expand the hedging policy disclosure currently provided by...more

SEC Proposes Disclosure Rule for Hedging Transactions by Directors, Officers and Employees

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) issued a proposed rule that, if adopted, would require public companies to disclose in annual proxy statements whether their employees and board members...more

Corporate Governance and Disclosure Considerations for Financial Services Companies This Proxy Season and Beyond

Introduction - As the 2015 annual meeting season quickly approaches, recent and continuing corporate governance and securities disclosure developments should be top of mind as financial services companies complete their...more

The New EU Accounting Directive and (Non-) Financial Reporting Obligations

On 15 November 2014, Directive 2014/95/EU of the European Parliament and of the Council of 22 October 2014, amending Directive 2013/34/EU as regards disclosure of non-financial and diversity information by certain large...more

Quirky Question #253, Private arbitrations becoming not-so-private?

Question: I read with interest the answer to Quirky Question #248 about mandatory arbitration. You mentioned one of the benefits of arbitration being that is more private than a dispute in court, which is certainly a...more

SEC Proposes Rules for Hedging Disclosure

The Securities and Exchange Commission (SEC) recently released proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), which calls for disclosure of whether...more

Reporting gainful employment data to DOE: Time to get started

On October 31 of last year, the U.S. Department of Education finally promulgated its much anticipated “gainful employment” or “GE” regulations. The new rules, which become effective July 1, 2015, include reporting,...more

SEC Proposes Long-Awaited Hedging Disclosure Rules

The SEC recently proposed rules to implement Dodd-Frank-mandated disclosure regarding permitted hedging by officers and directors. If you have been following the post-Dodd-Frank rulemaking saga, you know that this is one of...more

"SEC Proposes New Rules on Hedging Policy Disclosures"

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) released proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank). Dodd-Frank amended Section...more

SEC's Proposed Disclosure Requirements for Hedging Transactions by Directors and Employees Would Apply to Issuers of All Sizes

On February 9, 2015, the SEC proposed amendments requiring disclosure in proxy and information statements regarding issuers' policies governing the entrance of employees, officers, and directors into hedging transactions...more

Campaign Contribution Limits Raised Again

In every odd-numbered year the Federal Election Commission (FEC) is required to adjust certain contribution limits, expenditure limits, and the lobbyist bundling disclosure threshold by indexing them to inflation. ...more

SEC Proposes Rules for Disclosure of Hedging Policies

On February 9, the SEC issued proposed rules that are intended to enhance disclosure of company hedging policies for directors and employees, as mandated by Dodd-Frank. The proposal would require disclosure about whether...more

Blog: SEC Issues Proposal For Hedging Policy Disclosure; Commissioners Add Some Drama To Otherwise Humdrum Rule Proposal

This morning, the SEC posted proposed amendments to rules to implement Section 955 of Dodd-Frank, which requires, in proxy statements for annual meetings, disclosure of whether employees or directors are permitted to hedge...more

SEC Proposes Hedging Disclosures Regarding Directors, Officers and Employees

The SEC has proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as codified in Section 14(j) of the Exchange Act, which requires annual meeting proxy statement disclosure...more

SEC Publishes Technical Corrections to Regulation AB II

On February 4, the SEC released certain technical corrections to rules that were published in the Federal Register on September 24, 2014. The changes effect Regulation AB and other rules governing the offering process,...more

OSC Expects REIT Distributions Disclosure to Yield More Information

In the current low interest rate environment, yield-hungry investors have been particularly attracted to real estate investment trusts (REITs), which, as tax-efficient, flow-through investment vehicles, aim to pay regular...more

CFPB Finalizes TILA-RESPA Integrated Mortgage Disclosure (TRID) Amendments

As previously reported in our Special Alert on January 20, the CFPB finalized certain amendments to its TRID rule, which combines the mortgage disclosures consumers receive under the Truth in Lending Act and the Real Estate...more

EU Disclosure Requirements for Structured Finance Instruments from 2017 Onwards

The European Commission has recently issued a supplementary regulation relating to regulatory technical standards on disclosure requirements for structured finance instruments. The disclosure requirements cover structured...more

Special Alert: CFPB States Supervisory Obligations Trump Nondisclosure Agreements

On January 27, the CFPB issued Compliance Bulletin 2015-01 to remind supervised financial institutions of their obligations concerning the disclosure of confidential supervisory information (CSI) to the CFPB and to third...more

CFPB issues compliance bulletin on treatment of confidential supervisory information

In a new compliance bulletin (2015-01), the CFPB reminds supervised financial institutions, including nonbanks, of their obligations regarding the disclosure of confidential supervisory information (CSI)....more

REITs Cautioned on Disclosure Practices

OSC Publishes Results of Review on REIT Distribution Disclosure; Excess Distributions, Non-IFRS Metrics Among Key OSC Concerns - On January 26, 2015, the Ontario Securities Commission published OSC Staff Notice 51-724...more

CFPB Finalizes Minor Changes to “Know Before You Owe” Mortgage Rules

On January 20, the Consumer Financial Protection Bureau (CFPB) finalized two minor modifications to the “Know Before You Owe” mortgage disclosure rules. The changes, which were proposed in October 2014, address when consumers...more

The Who, What, When, Where, Why and How of Proxy Supplements and Amendments

In light of the approaching 2015 annual stockholder meeting season, below is an overview of the essential facts on proxy supplements and proxy amendments or revisions. Determining whether and how to amend proxy material...more

Preparing for the 2015 AGM and reporting season

As the 2015 AGM and reporting season gets underway, this bulletin gives an overview of the key changes affecting listed companies. Directors' remuneration report The 2015 AGM season will see the second year of...more

Second Circuit Notes Split with Ninth Circuit Over Whether Failure to Make Adequate Disclosures Under Item 303 of Regulation S-K...

In Stratte-McClure v. Morgan Stanley, No. 13-0627-cv, 2015 WL 136213 (2d Cir. Jan. 12, 2015), the United States Court of Appeals for the Second Circuit affirmed the dismissal of securities fraud claims against Morgan Stanley...more

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