Disclosure Requirements

News & Analysis as of

NASDAQ Adopts Rule to Require Disclosure of Third Party Compensation of Directors

Nasdaq has released a new rule, Rule 5250(b)(3), which requires listed companies to disclose the material terms of all agreements and arrangements between entities other than the issuer (“Third Parties”) and directors or...more

Blog: Study Shows That Investment In Material Sustainability Issues Yields Higher Performance

With the SEC asking proactively in its concept release whether to mandate sustainability disclosure, the question of the relevance to investors of sustainability issues has assumed a new prominence. According to the SEC,...more

Blog: New Study Shows Inverse Correlation Between CEO Pay And Performance Over The Long Term

As reported in the WSJ, a new study from corporate-governance research firm MSCI showed that, over the long term, there was a signficant misalignment between CEO pay and stock-price performance. The study looked at CEO pay...more

SEC Proposes Amendments to Update and Simplify Certain Disclosure Requirements

On July 13, 2016, the U.S. Securities and Exchange Commission (SEC) proposed amendments designed to update and simplify certain disclosure requirements that may have become redundant, duplicative, overlapping, outdated or...more

Alert: ED's Proposed Rules for Online Learning Present New Compliance Challenges

On Monday, July 25, the US Department of Education (ED or the Department) formally released a Notice of Proposed Rulemaking (NPRM) to amend its current state authorization regulations, particularly with respect to distance...more

German Federal Court of Justice defines exception to disclosure obligation relating to gross margin of a swap

Exactly five years after its landmark decision in 2011, the German Federal Court of Justice (Bundesgerichtshof, BGH) has handed down another important decision in the ongoing swap saga. Banks must normally disclose the...more

SEC Examiners Focused on Fund Share Class Conflicts of Interest

OCIE recently published a Risk Alert announcing that it will examine the potential conflict of interest created by registered investment advisers being financially incentivized to recommend certain share classes to clients....more

How The Failure To Comply With The Conflict Minerals Law Can Expose Manufacturers To Criminal Penalties

Last year, we provided an overview regarding the requirement that U.S. publicly traded companies disclose their use of “conflict minerals.”  As of 2014, the Government Accounting Office reported that 1,321 companies filed the...more

SEC Proposes Amendments to Update and Simplify Disclosure Requirements as Part of Overall Disclosure Effectiveness Review

On July 13, 2016, the Securities and Exchange Commission (the “SEC”) announced proposed amendments in order to update and simply its disclosure requirements. ...more

HMDA resources for data collected in 2017 and 2018

As we have reported, the Consumer Financial Protection Bureau (CFPB) released a final rule amending Regulation C, which implements the Home Mortgage Disclosure Act (HMDA), requiring “Covered Institutions” to report certain...more

SEC Committee Recommends Investor-Specific Mutual Fund Cost Disclosures

In mid-April, the SEC’s Investor Advisory Committee (IAC) issued a recommendation that the SEC "explore ways to improve mutual fund cost disclosures." As a first step, the IAC urges the SEC to require that periodic...more

SEC Approves NASDAQ Golden Leash Disclosure

In the past couple of years, a relatively hot area of the sometimes rather lackluster world of bylaws amendments has centered on requiring candidates for election to a board of directors to disclose any compensation...more

SEC Proposes Amendments to Update and Simplify Disclosure Requirements as Part of Overall Disclosure Effectiveness Review

On July 13, 2016, the Securities and Exchange Commission proposed amendments to various disclosure provisions in order to eliminate duplicative provisions and modernize the relevant requirements.   After the proposed...more

"EU Market Abuse Regulation — New Requirements for Issuers of Debt Securities Admitted to Trading in Europe"

On 3 July 2016, Regulation 596/2014 of the European Parliament and of the Council of the European Union (the Market Abuse Regulation) repealed and replaced Directive 2003/6/EC on Market Abuse (the Market Abuse Directive)....more

Financial Services Weekly News - July 2016 #3

Regulatory Developments - SEC Proposes Amendments to Update and Simplify Disclosure Requirements as Part of Overall Disclosure Effectiveness Review - On July 13, the Securities and Exchange Commission (SEC) proposed...more

An Analysis of Nasdaq’s “Golden Leash” Disclosure Rule

On July 1, 2016, the Securities and Exchange Commission (SEC) approved, on an accelerated basis, Nasdaq’s new Rule 5250(b)(3), which requires Nasdaq-listed U.S. companies to publicly disclose any arrangements or agreements...more

Learning from Venmo’s Compliance Issues: How to Avoid Inadequate Privacy Disclosures

PayPal, the company responsible for the popular mobile payments app, Venmo, recently agreed to voluntarily bolster its privacy and security disclosures—and pay a $175,000 penalty—in response to an enforcement action brought...more

DOL Significantly Increases Some Penalties for ERISA Violations

Under the Federal Civil Monetary Penalties Inflation Adjustment Act Improvements Act of 2015 (2015 Inflation Adjustment Act), the US Department of Labor (DOL) increased the penalties for specified violations of the Employee...more

The NLRB Fires a Shot Across the Bow of Federal Contractors

The National Labor Relations Board (NLRB) fired off some fireworks of its own just before the Fourth of July weekend. Specifically, the NLRB announced a new procedure to implement Executive Order 13673 Fair Pay and Safe...more

Manatt Digital - July 2016

A message from our Chair: We are pleased to bring you this month's newsletter as the first edition under our new brand—"Manatt Digital." Our new name, which replaces Manatt Digital Media, is reflective of our...more

U.S. Department of Education Outlines Loan Relief Pathway for Certain Students

On March 11, the U.S. Department of Education (DOE) released an advanced proposal of rulemaking that would establish a more "borrower-friendly process" for students seeking loan relief triggered by unscrupulous conduct by...more

SEC Proposes Rules to Enhance Order Handling Information Available to Investors

On July 13, 2016, the Securities and Exchange Commission proposed rules that “for the first time would require broker-dealers to disclose the handling of institutional orders to customers … [and] would expand the information...more

Yet Another Congressional Proposed Corporate Reform: Proxy Advisory Firms in the Crosshairs.

Over the past six months, U.S. legislators have engaged in an unusual burst of energy to introduce three separate bills regulating various areas affecting U.S. public company corporate governance: - The Cybersecurity...more

Barred Securities Professional Charged By SEC

The Commission brought an action against a hedge fund operator who had previously been barred from the securities business and his son. The case centers on undisclosed conflicts and preferential withdrawal rights for the two...more

Blog: More On The SEC’s Disclosure Update And Simplification Proposing Release

In her statement at the SEC open meeting to vote on issuing the “Disclosure Update and Simplification Proposing Release,” SEC Commissioner Kara Stein protested that “this proposal may be framed in such a hyper-technical way...more

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