Disclosure Requirements Securities & Exchange Commission

News & Analysis as of

SEC Modernization in Plain English: Decoding the Regulation

Practical points on managing SEC Modernization. INTRODUCTION - On October 13, 2016, the Securities and Exchange Commission (SEC) issued its final Investment Company Reporting Modernization rules and forms for the...more

"Key Takeaways: Corporate Governance Series — Key Trends in Executive Compensation, Employment Law and Compensation Committee...

On February 28, 2017, Skadden hosted a webinar titled “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” The Skadden panelists were labor and employment law partner David Schwartz,...more

SEC Proposes Amendments to Rule 15c2-12 to Expand Municipal Securities Disclosures

On March 1, 2017, the Securities and Exchange Commission (SEC) published for comment proposed amendments to Rule 15c2-12 under the Securities Exchange Act of 1934 (Exchange Act) that would expand the list of events triggering...more

SEC Proposes Significant Alterations for Financial Obligation Disclosures for Governmental Issuers and Certain Nonprofit...

The Securities and Exchange Commission (the "SEC") recently sent a clear message to participants in the municipal markets: it intends to require a greater level of disclosure, and more timely disclosure, regarding an...more

Proposed Judgment in Conflict Minerals Case

Pursuant to a court order, the parties to the conflict minerals case have filed a proposed judgment after they advised the court no further proceedings were necessary. The text of the proposed judgment is as follows...more

SEC Proposes Expansive New Continuing Disclosure Requirements Regarding Private Debt and Other Financial Obligations

On March 15, 2017, the Securities and Exchange Commission (“Commission” or “SEC”) published in the Federal Register for comment proposed amendments to Rule 15c2-12 (the “Rule”) under the Securities Exchange Act of 1934...more

"Annual Meeting Proxy Statement Reminders"

As companies finalize their proxy materials for annual shareholder meetings, they should consider the following U.S. Securities and Exchange Commission (SEC) filing and disclosure requirements. Ensure clarity on the proxy...more

SEC Staff Issues Guidance Update and Investor Bulletin on “Robo-Advisers”

The staff of the Division of Investment Management (Staff) of the U.S. Securities and Exchange Commission (SEC) published a Guidance Update (Guidance) on February 23, 2017, on the subject of automated investment advisers...more

Circuit Split on Whistleblower Protections Widens

On March 8, 2017, a divided panel of the Ninth Circuit issued an opinion in Somers v. Digital Realty Trust Inc. that further widened a circuit split on the issue of whether the anti-retaliation provisions in the Dodd-Frank...more

The SEC’s Proposed Changes to Rule 15c2-12 Could Have Far-Reaching Impact on Issuers and Obligors of Municipal Securities

On March 1, 2017, the Securities and Exchange Commission (“SEC”) issued Release No. 34-80130 (the “Release”) proposing several amendments to its Rule 15c2-12 (the “Rule”) that would add two new events to the list of events...more

Blog: Say Farewell To The Conflict Minerals Case, Nat’l Ass’n Of Mfrs. V. SEC

The parties to the conflict minerals case have filed in the D.C. District Court a “Joint Status Report,” which requests that the Court enter a final judgment in accordance with the decision of the Court of Appeals. As a...more

Parties Request Judgment be Entered 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 ordered the parties to file a joint status report indicating whether any further...more

SEC Proposes Far-Reaching Expansion of Municipal Securities Disclosure to Include Bank Loans and Other Financial Obligations

The Securities and Exchange Commission (the "SEC") is proposing to amend its Rule 15c2-12 to expand the list of event disclosures that must be provided by issuers of municipal securities ("issuers") and conduit borrowers...more

SEC Issues Guidance Update and Investor Bulletin on Robo-Advisers

On February 23, 2017, the Securities and Exchange Commission (SEC) published information and guidance on the use of robo-advisers, “which are registered investment advisers that use computer algorithms to provide investment...more

Recent Regulatory Developments and the New US Presidential Administration's Actions Affecting Public Companies

There have been several recent developments and proposed initiatives related to deregulation impacting US public companies and foreign private issuers ("FPIs"). Below is a brief summary of regulatory changes that have been...more

SEC Proposes to Require Use of Inline XBRL

In 2009 the SEC adopted rules requiring operating companies to provide the information from the financial statements accompanying their registration statements and periodic and current reports in machine-readable format using...more

SEC Proposes to Increase Municipal Securities Disclosures

Last week, the Securities and Exchange Commission proposed Rule Amendments to Improve Municipal Securities Disclosures.  According to the SEC, these rule amendments are intended to “improve investor protection and enhance...more

SEC and Activist Investors Reach Settlement over Disclosure Violations

The U.S. Securities and Exchange Commission and a group of activist investors settled claims that the group failed to adequately disclose information during campaigns to exert influence over public companies....more

US Securities and Exchange Commission Issues Guidance Update and Investor Bulletin on Robo-Advisers

The US SEC published information and guidance for investors and the financial services industry on the use of robo-advisers, which are registered investment advisers that use computer algorithms to provide investment advisory...more

California District Court Addresses Whistleblower’s Self-Help

In Erhart v. BofI Holding, Inc., Case No. 15-cv-02287, (S.D. Cal. Feb. 14, 2017), a bank’s internal auditor reported alleged misconduct to federal agencies, engaged in self-help discovery by appropriating the bank’s...more

Conflict Minerals Rule and Pay Ratio Rule… Are Changes Forthcoming?

Conflict Minerals Rule - Acting SEC Chairman Michael S. Piwowar issued a statement on January 31, 2017 directing the SEC staff to reconsider whether the 2014 Guidance is still appropriate and whether any additional...more

SEC to Propose "Requiring" Municipal-Issuers to Disclose Bank Loans

The two remaining SEC Commissioners agreed March 1 to propose amendments “requiring” municipal securities issuers to disclose non-security financial obligations and material events occurring in other outstanding obligations....more

SEC Proposes Additional Event Disclosures for Municipal Bond Issuers

On March 1, 2017, the Securities Exchange Commission voted in open meeting to propose amendments to Rule 15c2-12 under the Securities Exchange Act of 1934 adding two event notices to the current fourteen required in...more

In Case You Missed It - Interesting Items for Corporate Counsel - January 2017

The SEC published a white paper about Regulation A+, What Do We Know So Far?, here. Since changes to Regulation A in June 2015, there have been 147 Regulation A offerings, seeking $2.6 billion, that have raised about $190...more

Exhibit Hyperlinks and HTML Format

On March 1, 2017, the Securities and Exchange Commission (the “Commission”) adopted amendments that require that registrants that file registration statements under the Securities Act of 1933 (the “Securities Act”) and the...more

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