Disclosure Requirements Compliance

News & Analysis as of

SEC Division of Corporation Finance Issues New C&DIs Relating to New “Regulation A+”

On June 23, the Securities and Exchange Commission’s Division of Corporation Finance issued new Compliance and Disclosure Interpretations (C&DIs) relating to the recently expanded Regulation A, commonly referred to as...more

SEC Proposes New Reporting Requirements for Registered Funds

On May 20, 2015, the Securities and Exchange Commission (“SEC”) proposed rules, forms and amendments under the Investment Company Act of 1940 (the “1940 Act”) and related regulations (together, the “Proposed Amendments”) that...more

Whistleblowing: An Employer’s Guide To Global Compliance

In This Issue: - Foreword - A Summary Across Five Continents - Law and Sanctions - The Legislative Framework: Whistleblower Protections Across the Globe - Global Differences: The Cultural...more

SEC Rolls Out First Wave of MCDC Settlements with Underwriters

Last Thursday, the SEC announced it reached settlement agreements with 36 municipal securities underwriting firms pursuant to its Municipalities Continuing Disclosure Cooperation (MCDC) Initiative.  These settlements mark...more

SEC Publishes 11 Regulation A+ CD&Is

The SEC has published 11 Compliance and Disclosure Interpretations related to Regulation A+ — numbered 182.01 through 182.11 under Securities Act Rules. Highlights are: - Twitter is allowed for testing the waters! ...more

Four Compliance Metrics That Need to Die: Empty Metrics that Aren’t Worth Tracking or Reporting

I’m continuously struck by the compliance industry’s challenges around program measurement and reporting. Most recently, it was the annual Compliance Trends Survey from Compliance Week and Deloitte that delivered the bad...more

SEC Announces First Wave of MCDC Underwriter Sanctions

The Securities Exchange Commission announced June 18 the first major wave of underwriter sanctions under its Municipalities Continuing Disclosure Cooperation (“MCDC”) Initiative. The SEC sanctioned 36 municipal underwriting...more

SEC Regulation of Private Equity Funds

What you need to know: The Securities and Exchange Commission’s Office of Compliance Inspections and Examinations recently issued its examination priorities for 2015, many of which impact the private equity...more

MiFID II: The Next Big Challenge - Key Issues for Asset Managers

Background - The Markets in Financial Instruments Directive (“MiFID II”) and the related Regulation (“MiFIR”) is the next big rewrite of EU legislation, due to take effect at the beginning of 2017. Although its greatest...more

What’s an Exclusive Territory?

The extent of a franchisee’s territorial rights is the subject of Item 12 of the franchise disclosure document (FDD). One of the questions franchisors must address in Item 12 is whether the territory is exclusive....more

The Foreign Corrupt Practices Act: At a Glance

In this issue: - FCPA AT A GLANCE - THE ANTI-BRIBERY PROVISIONS OF THE FCPA - TO WHOM THE ANTI-BRIBERY PROVISIONS APPLY - THE PAYMENT ELEMENT - THE CORRUPT INTENT ELEMENT - WHO IS A...more

Locke Lord QuickStudy: CFPB Claims Sensitivity on Good-Faith TRID Compliance Efforts

On June 3, 2015, Consumer Financial Protection Bureau (CFPB) Director Richard Cordray responded to Congressional requests and industry pleadings for a grace period in enforcing the new TILA-RESPA Integrated Disclosures...more

The MCDC Initiative: December Was Just The Beginning

As many of our issuer clients know, as a result of perceived wide-spread violations of post issuance reporting compliance, in 2014 the SEC conducted its “Municipal Continuing Disclosure Compliance Initiative” or the “MCDC...more

U.S. Money Market Fund Reform: Form N-CR and Related Website Disclosure Compliance Deadline Quickly Approaching

The July 14, 2015 compliance date for certain new money market fund reporting and disclosure requirements adopted by the U.S. Securities and Exchange Commission (SEC) is quickly approaching. In particular, money market funds...more

What Are Your Company's New Disclosure Obligations in China? – Potential Anti-Corruption Compliance Implications

In 2014, China adopted regulations intended to update and streamline company periodic reporting obligations. The regulations include a new obligation for compulsory interim disclosure of penalties imposed by PRC regulators...more

Dechert Survey of Securities Fraud Class Actions Brought Against U.S. Life Sciences Companies

Publicly Traded Life Sciences Companies in the United States Are an Increasingly Popular Target of Securities Fraud Class Action Lawsuits - The past year was particularly noteworthy with respect to the relative number...more

International News: Focus on Compliance

In This Issue - Welcome to the final issue of International News for 2014. As regulatory oversight of companies—from Sarbanes Oxley and the Dodd-Frank Act to the Foreign Corrupt Practices Act and the UK Bribery...more

Voluntary Disclosure: The Continuing Debate

For years (okay 3 years), I have written about the need for DOJ to address its policies surrounding voluntary disclosure. DOJ and the SEC regularly urge companies and FCPA practitioners to disclose FCPA violations to DOJ in...more

Corporate and Financial Weekly Digest - Volume IX, Issue 44

In this issue: - SEC Sanctions 10 Companies for Disclosure Failures Surrounding Financing Deals and Stock Dilution - Delaware Court of Chancery Rejects Entire Fairness Review in Absence of Conflicted...more

In Case You Missed It - Interesting Items for Corporate Counsel

The SEC reminded everyone that, yes, it cares whether you timely file your Section 16 reports, by announcing enforcement actions against 28 Section 16 filers and six public companies here. Some tie the unprecedented...more

CFPB Proposes Changes to TILA-RESPA Integrated Disclosures Rule

The CFPB has issued two proposed changes to the TILA-RESPA Integrated Disclosures Rule (Final Rule) that will be effective for applications received on or after August 1, 2015: (1) an adjustment to the timing requirement for...more

Director of SEC Division of Corporation Finance Gives Speech on Securities Disclosure

On October 3, the Director of the Securities and Exchange Commission’s Division of Corporation Finance (Division), Keith F. Higgins, spoke at the George A. Leet Business Law Conference, discussing SEC disclosure requirements...more

More Transparency- New Enterprise Information Disclosure Rules Take Effect

China has recently passed new laws requiring enterprises to disclose important information which the public can access. On October 1, 2014, new rules came into effect, Provisional Rules on Enterprise Information Disclosure...more

MD&A Rules Do Not Create Rule 10b-5 Disclosure Obligation

The Ninth Circuit recently examined whether Item 303 of Regulation of S-K, which sets forth the MD&A rules, creates an affirmative duty of disclosure on which to pin a Rule 10b-5 case. The case centered around a significant...more

SEC Says Use IP Addresses to Control Intrastate Offerings

In a new CDI, the SEC indicates it may be possible to use IP addresses to control internet communications so that offers are made only in one state and qualify for the intrastate exemption under Rule 147. In Securities Act...more

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