Disclosure Requirements

News & Analysis as of

SEC Proposes Executive Compensation Claw-Back Rules

The US Securities and Exchange Commission has proposed rules that would require issuers listed on US stock exchanges to adopt and disclose a policy to recover, or “claw back”, certain incentive-based compensation. Recovery...more

New SEC And PCAOB Proposals Related To Audit Committee Disclosure And Audit Quality

OVERVIEW - On July 1, 2015, the US Securities and Exchange Commission (SEC) issued a concept release relating to its audit committee reporting requirements. This release references two Public Company Accounting Oversight...more

Department of Defense Adopts Significant Changes to Its Military Lending Act Regulations

On July 22, 2015, the Department of Defense (DOD) published sweeping changes to its rules that implement the Military Lending Act (MLA). The amended rules significantly expand the scope of the MLA provisions by covering both...more

Corporate & Financial Weekly Digest - Volume X, Issue 29

SEC to Consider Adoption of Pay Ratio Disclosure Rules at August 5 Opening Meeting - On July 29, the Securities and Exchange Commission, pursuant to a “Sunshine Act” notice, stated that it will hold an open meeting on...more

Justice Department Announces That Three More Swiss Banks Reach Agreements Over Tax Evasion Claims

On July 30, 2015, the Justice Department’s Tax Division announced that three more Swiss banks — PKB Privatbank AG, Falcon Private Bank AG and Credito Privato Commerciale in liquidazione SA (CPC) – have cut deals with the U.S....more

SEC Proposes Rules to Implement Dodd-Frank Act Executive Compensation Clawback

The Securities and Exchange Commission (SEC) recently proposed another long-awaited set of rules to implement the clawback policy required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). ...more

FINRA Requests Comment on Proposed Rule Requiring Delivery of FINRA Disclosure Document to Customers of Transferring...

On May 27, 2015, FINRA solicited comment on a proposed rule (the “proposed rule”) that would require a firm to which a representative has recently transferred to provide material prepared by FINRA (the “FINRA Disclosure...more

UK Adopts New Anti-Slavery Disclosure Requirement

Prime Minister Cameron announced on July 29 that from October 2015 the UK will require commercial organisations to publish annual slavery and human trafficking statements. The requirement will apply to all commercial...more

NGOs File Suit Regarding Inert Ingredients’ Disclosure

On June 24, 2015, in the United States District Court for the Northern District of California, the Center for Environmental Health, Beyond Pesticides, and Physicians for Social Responsibility (Plaintiffs) sued the U.S....more

Insurance for Emerging Companies: Understanding the Insurance You Have

Our Insurance Recovery Group is often asked to help emerging companies understand their insurance program and assist with claims. This is the first in a series of posts that will address the insurance issues impacting growing...more

SEC Proposes Clawback Rules

On July 1, 2015, the Securities and Exchange Commission (“SEC”) proposed long-awaited rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) requiring the national securities exchanges to...more

CalPERS And Pay Equity

The Securities and Exchange Commission has given notice of its intent to adopt final pay ratio disclosure rules at its meeting next week.  In applauding the SEC’s proposed rules, the California Public Employees’ Retirement...more

Groups Urge D.C. Circuit to Disclose DOJ Playbook

Following the widely criticized prosecution of the late Alaska Senator Ted Stevens, the Department of Justice (“DOJ”), understandably, took steps to learn from the mistakes made in that case by drafting and distributing a...more

Case Alert: No Implied Duty to Disclose Allegations of Misconduct in Absence of Express Contractual Obligation

What happened? In The Basildon Academies v Amadi, the Employment Appeal Tribunal (the "EAT") decided that an employee was not under an implied duty to disclose allegations of misconduct to his employer where there was no...more

Investment Management Legal + Regulatory Update - July 2015

The 2016 compliance dates for new rules included in the SEC’s money market fund reforms are fast approaching. Among other things, the reforms include changes to stress-testing requirements, disclosure requirements, net asset...more

Blog: SEC To Adopt Pay-Ratio Rules Without Broad Exclusions, Reports WSJ

The SEC may adopt final pay-ratio rules, mandated by Dodd-Frank, possibly as early as next week. More significantly, according to the WSJ, the final rules will be adopted “without broad exclusions sought by companies.”...more

SEC Sanctions Adviser For Not Fully Disclosing Fee Arrangements

The Commission has brought a series of cases focused on undisclosed conflicts of regulated entities. A number of those cases centered on undisclosed fee and compensation arrangements. In its most recent case the agency went...more

Trade Secrets, Security, and Cloud Computing: Best Practices Now

As businesses increasingly store and access confidential information in the cloud, questions arise as to how to safeguard a company’s private data once it becomes part of an external computing network. Standards for...more

Government Contracts Quarterly Update - July 2015

The Government Contracts Quarterly Update is published by BakerHostetler’s Government Contracts Practice team to inform our clients and friends of the latest developments in federal government contracting. Please see...more

GASB Changes Governmental Entity Accounting Disclosure Rules for Retiree Health Benefits

The General Accountability Standards Board (GASB) recently issued new standards that govern the disclosure of post-employment benefits in financial statements. Specifically, new GASB standards require state and municipal...more

A Plain English Guide to the SEC's Compensation Clawback Rules

As accounting restatements occur relatively infrequently, and the severity is often modest, the proposed “clawback” rules represent more of a "check the box" compliance activity than a real enforcement threat....more

SEC Solicits Input on Revising Disclosure Rules Regarding Audit Committees

In a Securities and Exchange Commission (SEC) concept release issued earlier this month, the SEC requested the public’s input on more than 70 questions surrounding the sufficiency of current disclosure requirements on audit...more

The Legal Risks Associated with Corporate Sustainability Reporting

Investors, consumers and other stakeholder groups are driving a growing demand for companies to disclose more information about their environmental, social and governance (ESG) and sustainability practices. Many companies are...more

Biosimilars, the BPCIA, and Amgen v. Sandoz: The Federal Circuit’s First Attempt To Make Sense of “A Riddle Wrapped in a Mystery...

On July 21, 2015, the Federal Circuit issued a key decision regarding the meaning of various provisions of the Biologics Price Competition and Innovation Act (BPCIA). See Amgen Inc. v. Sandoz Inc., Fed. Cir. Case No....more

U.S. Capital Markets Regulation and Practices: An Overview for Non-U.S. Companies

Capital markets in the United States provide an unparalleled source of investment capital, measured in trillions of dollars, for companies located outside the United States. For non-U.S. companies (which we refer to in this...more

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