Disclosure Requirements

News & Analysis as of

Small Business Securities Bulletin: SEC Adopts Long-Awaited Crowdfunding Rules

A periodic bulletin keeping small businesses informed about current developments in securities law and related matters. By way of background, pursuant to Section 5 of the Securities Act of 1933 (Securities Act) and state...more

Financial Services Weekly News - November 2015 #4

Regulatory Developments - SEC Proposes Amendments to Regulation ATS to Shine a Light on Dark Pools: On Nov. 18 the SEC announced that it had issued Release No. 34-76474 proposing amendments to Regulation ATS,...more

Blog: Will The SEC Finally Provide Some Relief From The Nearly Incomprehensible Proxy Statement Requirement For A New Plan...

Keith Higgins, Director of Corp Fin, hinted that he might be giving us a welcome gift in the future: a revision of Item 10 of Schedule 14A, the proxy statement – in my view, a component of the disclosure rules that has too...more

Baby You Can Drive My Car… Or Corporate Jet: SEC Scrutiny of Executive Compensation Perks Disclosures

The SEC continues to focus on accounting and disclosure violations, including in the area of executive perks disclosure in corporate proxy statements. In the past year, the SEC brought two enforcement cases against executives...more

To Whom Does “Related Parties” Refer In A.S. No. 18?

In June of last year, the Public Company Accounting Oversight Board adopted Auditing Standard No. 18 which “establishes requirements regarding the auditor’s evaluation of a company’s identification of, accounting for, and...more

SEC Settles Charges with Private Equity Firm and Four Executives for Failure to Disclose Conflicts of Interest

The SEC recently reached a settlement with New York-based private equity firm, Fenway Partners, LLC, and four executives related to charges that Fenway Partners and several of its executives (“Respondents”) failed to disclose...more

The New Securities Financing Transactions Regulation

The Securities Financing Transactions Regulation (“SFTR”), which imposes requirements on EU AIFMs and UCITS managers to make certain disclosures to investors, was adopted by the European Council on 16 November 2015. Some of...more

Crowdfunding Part 2 - Initial and Ongoing Disclosure Requirements

On October 30th, the Securities and Exchange Commission (the “SEC”) adopted new crowdfunding rules, referred to as Regulation Crowdfunding. The rules were mandated by the Jumpstart Our Business Startups Act of 2012, with the...more

Climate change and shareholder disclosure: More investigations on the horizon?

Climate change science is back in the headlines and social media. New York is attempting to use its powers under the Martin Act to investigate prior corporate disclosures on climate change. In early November, New York...more

U.K. Implements Global Supply Chain Disclosure Requirements

On October 29, 2015, Part 6 of the U.K. Modern Slavery Act 2015 (“MSA 2015”) came into force. The MSA 2015 has been described as a “historic milestone” by the U.K. Home Secretary and is representative of the increased focus...more

Chair White Testimony and Capital Formation Related Initiatives

In the November 19, 2015 Congressional testimony, Chair White discussed a number of capital formation related initiatives. She mentioned the Commission’s...more

Modern Slavery Act 2015: New guidance for retailers

The Modern Slavery Act came into force on 31 July 2015. It is the first of its kind in Europe and marks the UK's attempt to combat modern slavery. The Act will require retailers to ensure that slavery and human trafficking...more

The Crown Wraps Up Chocolate Case

Earlier today, the Crown stayed charges against Nestlé Canada Inc. and one of the company’s former executives, in the long-standing prosecution of Canadian chocolate manufacturers under section 45 of the Competition Act. This...more

As Reliance on “Digital Influencers” Grows, So Does FTC Enforcement

As we saw in a prior post regarding Kim Kardashian and Instagram, the FDA pays attention to how brand companies use paid celebrities to endorse their products. Likewise, the FTC closely scrutinizes how brand companies use...more

Investment Funds Update - Europe: Legal and regulatory updates for the funds industry from the key asset management centres and...

HM Treasury proposes to extend Senior Managers and Certification Regime to all FCA firms - HM Treasury published a policy paper on 15 October 2015, in which it proposes to extend the senior managers and certification...more

D.C. Court of Appeals Denies Request for Rehearing on Conflict Minerals Rules

On November 9, 2015, the U.S. Court of Appeals for the District of Columbia Circuit denied petitions filed by the Securities and Exchange Commission (SEC) and Amnesty International requesting a full panel rehearing of its...more

Two Years and Essentially As Proposed: SEC Adopts Final Crowdfunding Rules

What is “Crowdfunding”? - Crowdfunding is a term often used to describe an evolving method of raising money from individuals through the Internet. The term is often applied to any number of different activities that are...more

FCA makes transparency and disclosure rules

FCA has published Handbook Notice 27, setting out changes made to the Handbook under Disclosure and Transparency Rules Sourcebook (Transparency Directive Amending Directive) Instrument 2015. It makes changes to the Disclosure...more

A New Front in the Climate Change Debate

The climate change debate has taken a new turn with the recent revelations from New York Attorney General Eric Schneiderman’s office. A legal perspective from Skadden attorneys Noelle Reed and Wallis Hampton....more

Resetting FCPA Prosecution Policies

Recent press reports suggest that the Justice Department is reconsidering its FCPA criminal prosecution policies, particularly with respect to corporate defendants.  As reported, DOJ is considering defining and increasing...more

SEC Announces Further Enforcement Actions in the Municipalities Continuing Disclosure Cooperation Initiative

The U.S. Securities and Exchange Commission (SEC or Commission) announced enforcement actions against 22 municipal underwriters on September 30, 2015, as part of its Municipalities Continuing Disclosure Cooperation Initiative...more

Brand Valuation

Regulators in the U.S. are set to change the concept of “materiality,” or the determination of what information is necessary for companies to disclose publicly. While sales and earnings figures are important, Baruch Lev, an...more

ICO upholds FCA FOI disclosure refusal

ICO has upheld the FCA decision to refuse to disclose certain information under the Freedom of Information Act 2000 (FOI) relating to countries FCA deems to present a high money laundering risk. FCA had been asked to disclose...more

HFSB updates standards

HFSB has issued a revised version of its Hedge Fund Standards following a consultation on managing conflicts of interest earlier in 2015. The amendments have been made to strengthen internal compliance procedures and improve...more

SEC Adopts Final Crowdfunding Rules

The Securities and Exchange Commission (SEC) recently adopted Regulation Crowdfunding, which includes the final capital formation rules mandated by the Jumpstart Our Business Startups Act of 2012 (JOBS Act). The final rules...more

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