Disclosure Requirements Securities & Exchange Commission

News & Analysis as of

44 Senators Ask SEC to Require Disclosure of Political Contributions

In this letter 44 senators called on SEC Chair Mary Jo White to act on a rulemaking petition that would require companies to disclose their political spending. The letter was referring to Petition for Rulemaking, File No....more

D.C. Circuit Court Re-Affirms Decision that Portions of SEC’s Conflict Minerals Rules are Unconstitutional

On August 18, 2015, the United States Court of Appeals for the D.C. Circuit, in likely the first majority opinion citing Charles Dickens (A Tale of Two Cities) and George Orwell (Nineteen Eighty-Four), re-affirmed its...more

Dodd-Frank and Executive Compensation — Where Are We Now?

The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) became federal law on July 21, 2010 to provide safeguards for consumers and increase transparency in the U.S. capital markets in response to public...more

SEC Adopts Final Pay Ratio Disclosure Rules

The Securities and Exchange Commission (SEC) has adopted final rules under the Dodd-Frank Wall Street and Consumer Protection Act (the Dodd-Frank Act) to require U.S. public companies to disclose the ratio of the annual total...more

SEC Adopts Final Pay Ratio Rules

The Securities and Exchange Commission (SEC) recently adopted final rules that will require most public companies to calculate and disclose a ratio that compares the annual total compensation of their “median employee” to...more

FINRA’s New Research Rules

The new rules retain many of the current rules’ core requirements, but expand certain obligations and impose requirements on debt research activities for the first time. On August 26, 2015, the Financial Industry...more

This Week In Securities Litigation

The Sixth Circuit last week concluded that Morrison, which held that Section 10(b) does not have extraterritorial reach, is inapplicable to Advisers Act Section 10(b). The DC Circuit, on rehearing, reaffirmed its prior...more

SEC Adopts Final Pay Ratio Rule

The U.S. Securities and Exchange Commission (SEC) has adopted a final pay ratio rule that implements Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) nearly two years...more

Alert: SEC Adopts Final Pay-Ratio Rule

On August 5, 2015, the SEC adopted a final rule to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, often referred to as the pay-ratio provision. The pay-ratio provision mandates...more

DC Circuit Tosses Republican’s Challenge to Adviser Pay-to-Play Rule

The District of Columbia Circuit Court of Appeals Tuesday rejected a challenge to the SEC’s investment-adviser pay-to-play rule, holding that two state Republican Party organizations filed it almost four years too late....more

SEC Approves Final Rules for Pay Ratio Disclosure

The Securities and Exchange Commission (SEC) adopted the final "pay ratio" disclosure rules to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) at an open meeting on...more

SEC’s Conflict Mineral Rule Disclosure Requirement Unconstitutional Again

The SEC’s conflict mineral disclosure rule, enacted under Dodd-Frank, is a continuing source of controversy. An initial challenge to the rules was brought by the National Association of Manufactures. That challenge was...more

"Conflict Minerals Disclosure Requirement Confirmed Unconstitutional"

On August 18, 2015, the U.S. Court of Appeals for the District of Columbia Circuit, in a 2-1 decision (opinion available here), confirmed its earlier decision in April 2014 by ruling that the U.S. Securities and Exchange...more

SEC Pay Ratio Rules — A Recipe for Compliance and Model Disclosure

The SEC recently adopted its final pay ratio disclosure rules. Commencing in early 2018, public companies[1] will have to disclose (i) their CEO's total annual compensation, (ii) the median total annual compensation of all...more

SEC Issues Concept Release on Possible Revisions to Audit Committee Disclosures

On July 1, 2015, the Securities and Exchange Commission issued its long-anticipated concept release on Possible Revisions to Audit Committee Disclosures. The concept release notes the important function of the public company...more

SEC Adopts CEO Pay Ratio Disclosure Rules

The SEC recently adopted rules implementing Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”). Section 953(b) directs the SEC to expand current disclosure requirements to require...more

SEC Adopts Pay Ratio Rules

On August 5, 2015, the Securities and Exchange Commission (“SEC”) adopted rules, as directed by Congress in Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Section 953(b)”), to require...more

SEC Adopts Pay Ratio Disclosure Rules

August 20, 2015 On August 5, 2015, the Securities and Exchange Commission (SEC) adopted the final pay ratio disclosure rules to implement Section 953(b) of the Dodd-Frank Act. These rules, which will require proxy disclosure...more

SEC Adopts “Pay Ratio” Disclosure Rule

The SEC has adopted amendments to Item 402 of Regulation S-K to implement the pay ratio disclosure mandated by Section 953(b) of the Dodd-Frank Act. New paragraph (u) to Item 402 of Regulation S-K requires registrants to...more

SEC Adopts Pay Ratio Disclosure Rule

Overview of the Pay Ratio Rule: The Basic Rule - Reporting companies subject to the rule (Subject Companies) must disclose the ratio (pay ratio) for the most recent fiscal year of (a) the median of total...more

SEC’s Disclosure Requirement on Conflict Minerals Again Ruled Unconstitutional — What Now?

In a long-awaited decision, a three-judge panel of the U.S. Court of Appeals for the District of Columbia Circuit (DC Circuit) reaffirmed its prior decision, striking down one aspect of the SEC’s conflict minerals disclosure...more

Corporate Communicator - Fall 2015: SEC Proposes Rules for the Clawback of Executive Compensation

In this issue of the Corporate Communicator, we bring you an article about the SEC’s recently released proposal to adopt rules for the clawback of executive compensation. The proposal is already controversial and it may prove...more

Court Of Chancery Upholds Stockholder Consents

Given the sanctity of the stockholder vote in Delaware law, it would be surprising if the Court of Chancery would ever reverse such a vote or the use of stockholder consents to take corporate action....more

"SEC Extends Comment Period on Proposed Rule G-42, MSRB Files Partial Amendment"

On August 6, 2015, the Securities and Exchange Commission (“SEC”) filed an Order instituting proceedings intended to determine whether to approve or disapprove Proposed Municipal Securities Rulemaking Board (“MSRB”) Rule G-42...more

Blog: Three-Judge Panel Of D.C. Circuit Again Holds That Mandatory Disclosure Requirement Of Conflict Minerals Rule Violates First...

In November 2014, the D.C. Circuit Court of Appeals granted the petitions of the SEC and Amnesty International for panel rehearing in connection with the conflict minerals case, National Association of Manufacturers, Inc. v....more

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