Disclosure Requirements

News & Analysis as of

SEC and Drugmaker Allergan Reach Settlement over M&A Disclosure Violations

The U.S. Securities and Exchange Commission and drugmaker Allergan settled claims that Allergan failed to disclose negotiations with third parties following the announcement of a hostile tender offer by Valeant and co-bidder...more

New Administration Orders Freeze of Pending Regulations, Takes Aim at the Affordable Care Act

One of the first acts of the new Administration on Inauguration Day was to issue a memorandum putting the brakes—at least temporarily—on federal regulations that have not yet taken effect, and to release an executive order...more

Using Hashtag #Disclosures in Social Media Advertising

The Federal Trade Commission (“FTC”) has been cracking down on brands for paying Instagram users to endorse their products or to share brand content without disclosing the relationship. Indeed, the recent settlements entered...more

SEC Brings Enforcement Action for Disclosure Failures During Merger Talks

The SEC announced that Allergan Inc. had agreed to admit securities law violations and pay a $15 million penalty for disclosure failures in the wake of a hostile takeover bid. The SEC’s order finds that Allergan failed...more

The Securities Law Crystal Ball

At the beginning of each new year, we find ourselves engaged in discussions of the evolving securities regulatory landscape and the changes that we anticipate may occur. We have done this for many years now. Each January we...more

SEC Expands to Retail Customer Debt Transactions Disclosure of Broker-Dealer Mark-Ups and Mark-Downs

Currently, U.S. broker-dealers are not required to disclose their compensation in respect of fixed-income transactions effected as principal. In November 2016, the SEC approved a rule proposal of the U.S. Financial Industry...more

IRS Labels Syndicated Conservation Easements as “Listed Transactions,” Adds Disclosure Requirements

In a notice issued December 23, 2016, the IRS named certain syndicated conservation easements as “listed transactions,” a category of transactions which the IRS believes carry a strong potential for abusive tax avoidance....more

A Condemnation Action is Looming — What are a Landlord’s Disclosure Obligations to Potential Lessees?

Before an eminent domain action is filed, public infrastructure projects involve years of planning, environmental approvals, design, and property negotiations. During this time, property owners and real estate agents/brokers...more

AIM disclosure and social media

AIM Regulation has published guidance on the interaction between social media and other forms of electronic communication (e.g. Twitter, the AIM company's website, a non-regulatory news feed) and an AIM company's disclosure...more

Avoiding COBRA’s Bite: Measures to Counter COBRA Class Actions

With the filing of a class action complaint in late 2016 in the U.S. District Court for the Southern District of Florida, Wal-Mart Stores, Inc. became the latest large company accused of failing to provide adequate notices as...more

Delayed Enforcement of New York Donor Disclosure Requirements for 501(c)(3) Organizations

A federal court development has delayed enforcement of the recently enacted New York State legislation (described in our prior blog post) requiring 501(c)(3) organizations to publicly disclose the identities of certain donors...more

Reminders for Foreign Private Issuers for the 2017 Annual Reporting Season

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

HUD Publishes Further Revisions to RAD Notice

In an announcement on January 12th, the U.S. Department of Housing and Urban Development (HUD) published a significant third revision to the Rental Assistance Demonstration (RAD) Notice (PIH 2012-32/ H 2017-03 Rev-3)....more

Mind the (Pay) Gap: Retailers May Want to Prep for Pay Equity Inquiries From Investors

In 2016, several technology companies received or responded to proposals from investors that requested shareholder votes regarding whether the companies should be required to prepare reports addressing their policies and...more

CFPB Consent Orders with Consumer Reporting Agencies Focus on Marketing Practices not Credit Reporting

Marketing practices remain at the forefront of CFPB activity as evidenced by two recent consent orders entered into with TransUnion and Equifax. The consent orders combine to require the CRAs to pay more than $17.6 million...more

NY DFS Proposed Cybersecurity Regulations Revised and Implementation Delayed

We previously reported on the New York Department of Financial Services’ proposed cybersecurity regulations. During the public comment period, the DFS received over 150 comments. In response, the DFS announced on December 28,...more

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

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

2016 Year In Review: Securities Litigation And Regulation

2016 was an active year in securities litigation. In the first half of 2016 alone, plaintiffs filed 119 new federal class action securities cases. It was also a busy year for SEC enforcement proceedings, with a record 868...more

Financial Statement Requirements in US Securities Offerings: What You Need to Know

The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more

EU e-Privacy Regulation Raises Stakes for Compliance

The European Commission's proposed e-privacy regulation sets forth obligations on handling electronic communications and clarifies obligations for seeking consent for the use of cookies. Meant to bring the e-privacy directive...more

Port Authority of New York and New Jersey to Settle SEC Disclosure Law Violations - Agrees to Admit Wrongdoing and Pay Penalty for...

The U.S. Securities and Exchange Commission (SEC) announced on Jan. 10, 2017, that the Port Authority of New York and New Jersey (Port Authority) agreed to admit wrongdoing and pay a $400,000 penalty in connection with...more

2016 Year In Review: Corporate Governance Litigation And Regulation

2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more

Financial Statement Requirements in US Securities Offerings: What Non-US Issuers Need to Know

The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more

New York Looks to Further Restrict Gift Card Practices

In December, we wrote about a new gift card law in New York that took effect on Christmas day, which was enacted by Senate Bill S. 4771-E. Under that now-effective law: - Gift card issuers are prohibited from charging a...more

DOL Finalizes New Disability Claim Rules for Welfare and Retirement Benefit Plans

The US Department of Labor’s Employee Benefit Security Administration recently released final rules on claims adjudication of disability claims under welfare and retirement plans (the Final Rule). The purpose of the Final...more

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