Disclosure Requirements

News & Analysis as of

Disclosures in corporate transactions: A comparison of the UK/Singapore and US approaches

In negotiating the terms of a sale and purchase agreement, whether for a transfer of shares or business assets of a company, a purchaser will often have to rely on the results of its due diligence and the seller’s warranties....more

Resource Extraction Disclosure Requirements are Dumped

Canadian miners and oil & gas companies should be aware that on February 14, 2017, President Trump approved a joint resolution of Congress that disapproved a recent SEC rule requiring specific disclosure by resource...more

A Long and Winding Road Ends for Resource Extraction Disclosure

On February 14, 2017, President Trump approved a joint resolution of Congress that disapproves the SEC’s rule requiring specific disclosures by resource extraction issuers, effectively repealing the rule. The rules required...more

New HHS Secretary Delays Effective Date of Part 2 Final Rule

We previously reported that the 30 year old regulations (last updated in 1987) relating to the disclosure of substance abuse treatment information has been updated by SAMHSA to bring it into the modern world of electronic...more

Vizio Pays $2.2 Million To Settle With The FTC Over Its Data Collection And Sharing Practices

On February 6, 2017, Vizio Inc., a manufacturer and seller of internet-connected “smart” televisions, agreed to pay $2.2 million to settle allegations by the Federal Trade Commission (“FTC”) and the Office of the New Jersey...more

Important Reminders for the 2017 Proxy Season

The following are some important reminders and updates for the 2017 proxy season. Say-When-on-Pay - Required Vote in 2017 - The Securities and Exchange Commission (SEC) requires companies to conduct a...more

The Resource Extraction Disclosure Rules are Dead

On January 31, 2017, Republican lawmakers in the House introduced a resolution (“HJ Resolution 41”), relying on the Congressional Review Act, intended to kill the SEC’s disclosure rules for payments made by resource...more

New CFPB webinar available on 2015 HMDA final rule

On October 15, 2015, the CFPB released a final rule amending Regulation C, which implements the Home Mortgage Disclosure Act (HMDA), requiring certain data on mortgage applications and loans to be collected beginning in 2017...more

The Demise of Pay Ratio Disclosures?

Dating back to their adoption in August 2015, as mandated by Dodd-Frank’s Section 953(b), the pay ratio rules have led a strange existence. For a while, companies generally ignored them because their effective date was so far...more

Judge Orders Status Report in Conflict Minerals Case

The conflict minerals case was remanded to the United Stated District Court for the District of Columbia for further proceedings. Judge Jackson has ordered the parties to file a joint status report, on or before March 10,...more

Exchange Act Sections 13(d), 14(d) and 16(a): A New SEC Focus?

The Exchange Act requires that certain disclosures be made by significant shareholders and those seeking to make a tender offer. Section 13(d), for example, requires those acquiring a stake of 5% or more to make certain...more

SEC Targets Lapses in Ownership Reporting in Battles for Corporate Control

The SEC has recently announced settlement of enforcement actions targeting violations of beneficial reporting requirements under Section 13(d) of the Act. In one of the most recent actions (available here), the SEC’s...more

The UK Modern Slavery Act – A Compliance Primer for Fund Managers

Starting this year, a significant number of fund managers based all over the world will be among the approximately 12,000 companies that will be required to publish an annual statement under the transparency provisions of the...more

Will President Trump's Regulation Cuts Reduce Ongoing Disclosure for Bond-Financed Projects?

President Donald Trump on Feb. 3, 2017, signed an executive order entitled "Core Principles for Regulating the United States Financial System," which directed the Treasury Secretary to consult with financial regulators,...more

Who is Watching you Watch TV? If You Have VIZIO … Your TV Might Be Watching You

What does your TV-watching history say about you? According to a recent lawsuit against VIZIO, Inc., it might be more than you think! One of the world’s largest sellers of “smart” televisions has recently paid a $2.2 million...more

Nothing Crafty About Michaels’ Disclosure Under Spokeo

A New Jersey District Court followed Spokeo’s Article III standing analysis and dismissed claims by three putative class representatives against Michaels Stores. Plaintiffs claimed that Michaels’ online employment application...more

FTC and State of New Jersey Settle Consumer Privacy Claims with VIZIO

On February 6, 2017, the Federal Trade Commission (“FTC”) announced that it, along with the New Jersey State Attorney General, has reached a $2.2 million consumer privacy settlement with VIZIO, Inc. (“VIZIO”), one of the...more

Considerations for the Acquisition of a Non-U.S. Company by a U.S. Public Company

When it is time to sell a company, there are a number of financial and legal steps a business should consider to ready itself for a merger or acquisition. When the potential buyer is a U.S. public company, that list may get...more

Smart Television Manufacturer Settles by Paying $ 2.2 Million to the FTC and the State of New Jersey

The FTC and the State of New Jersey recently announced a settlement with Vizio, Inc., in the amount of $2.2 million for tracking consumer behavior using its smart television devices. The complaint alleged that Vizio...more

Congress in Process of Passing Disapproval Resolution of Blacklisting Regulations

On February 2, 2017, by a vote of 236 to 187, the U.S. House of Representatives approved a joint resolution of disapproval to block the Final Rule implementing President Obama’s Executive Order 13673, “Fair Pay and Safe...more

SEC to Reconsider the Pay Ratio Rule

On February 6, 2017, the SEC’s Acting Chairman, Michael S. Piwowar, issued a public statement requesting detailed comments on any “unexpected challenges” faced by issuers preparing to comply with the pay ratio disclosure rule...more

Now in Effect: British Columbia’s Franchises Act

On February 1, 2017, British Columbia’s Franchises Act (B.C. Act) and Franchises Regulation (Regulation) came into force. Although the B.C. Act follows other provincial franchise legislation closely, including with respect to...more

Show me the Money: New rules in Northern California call for early disclosure of damages in Patent Litigation

Recently, the District Court for the Northern District of California updated is Local Patent Rules.  Early disclosure of financial information regarding damages is one change that has attracted some attention. ...more

SEC Issues No Action Letter Regarding Canadian Companies’ Registration of Rights Offerings on MJDS Form F-7

In December 2015, the Canadian Securities Administrators (CSA) announced an amended regime for a prospectus-exempt rights offering in Canada. This amended regime allows certain public companies in Canada to conduct a...more

Blog: Will The SEC Be Instructed To Waive Any Or All Of The Conflict Minerals Requirements On The Basis Of National Security...

Remember all the way back to last week when Acting SEC Chair Michael Piwowar issued two statements on the conflict minerals rules? Remember too that the first statement directed the staff to revisit the 2014 guidance from...more

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