News & Analysis as of

Disclosure Requirements Securities & Exchange Commission

CEO Pay Ratio Rule – Start Preparing Now - Little Likelihood of Repeal or Delay of the CEO Pay Ratio Rule

by Fenwick & West LLP on

Despite many predictions that the CEO pay ratio rule would be repealed, or at least delayed, there is no indication that any such relief will be provided to reporting companies. It appears, at least for now, that the CEO pay...more

US House of Representatives Approves the Financial Choice Act

On June 8, the U.S. House of Representatives voted to approve the Financial CHOICE Act (FCA) primarily along party lines, 233-186. The FCA was introduced by Rep. Jeb Hensarling of Texas, and co-sponsored by 40 of his...more

Potential Impact of Financial CHOICE Act on Corporate Governance and SEC Reporting and Disclosure Requirements

On June 8, 2017, the House of Representatives passed, by a 233-186 vote (with all Democrats and one Republican voting against), the Financial CHOICE Act of 2017, a bill principally designed to reverse many features of the...more

Regulation 14C and the Effectiveness of a Non-Unanimous Shareholders’ Written Consent

Securities lawyers know that the regulatory regime for disclosure and shareholder communications under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), when action is being taken by shareholders, includes...more

Recent Developments with Respect to Conflict Minerals

by Snell & Wilmer on

In the Spring 2017 issue of our Corporate Communicator, we included a brief discussion of the status of the conflict minerals rules contained in Rule 13p-1 of the Securities Exchange Act of 1934, as amended (the “Exchange...more

Foreign Private Issuer Calculation Date for Calendar Year-End Foreign Issuers is June 30, 2017

by Dorsey & Whitney LLP on

As a reminder to all foreign issuers that have a December 31 fiscal year end, the upcoming end of their second fiscal quarter, June 30, 2017, will be the calculation date for their status as a foreign private issuer (“FPI”)...more

SEC Charges CEO with Failing to Disclose Perks to Shareholders

by Dorsey & Whitney LLP on

Companies frequently wrestle with perks in their proxy executive compensation disclosure. Whether an item constitutes a perk often requires judgment based on the facts and circumstances, and disclosure may elicit intense,...more

The First MD&A Following Adoption of the New Revenue Recognition Standard

The SEC has made clear its expectations regarding MD&A disclosure for periods prior to the adoption of the new revenue recognition standard. What has received less attention is the content of MD&A after the new revenue...more

SEC Disclosure Trends Related to Brexit and the Trump Administration

The Brexit vote and President Donald Trump’s election and proposed regulatory and other reforms have led to worldwide geopolitical uncertainty. We expect reporting companies will continue to disclose risk factors relating to...more

Fund Liquidity Risk Management Task Force

by Dechert LLP on

Implementing the U.S. Securities and Exchange Commission’s (SEC) fund liquidity risk management rules presents distinct challenges for open-end mutual funds and exchange-traded funds (ETFs), and compliance with the rules will...more

Blog: New Revenue Recognition Standard—Are Companies Overlooking The Disclosures?

by Cooley LLP on

The warnings are everywhere—it’s time to get serious about revenue recognition. The new standard is expected to result in significant changes to measuring, recognizing and reporting of revenue—regarded as the key line item in...more

SEC's Unwavering Focus on Disclosure of Valuation Methods and Calculation of IRRs by Fund Sponsors

by Jones Day on

The recent SEC subpoena of a fund sponsor for additional information concerning how it calculates internal rates of return ("IRRs") indicates that investment performance disclosure, and specifically the calculation of IRRs,...more

If The Market Makes You Do It, Why Should The SEC?

by Allen Matkins on

The basic premise underlying most disclosure requirements seems to be that issuers won’t disclosures to investors unless legally required to do so. Yet, there is ample evidence of issuers making disclosures in the absence of...more

SEC Accountant Speaks to Revenue Recognition

Sylvia E. Alicea, Professional Accounting Fellow, Office of the Chief Accountant, gave her views on implementation of the new revenue recognition standard at a conference dedicated to the topic....more

Upcoming Compliance Deadlines for Registration Statement and Shareholder Report Disclosures under Liquidity Risk Management and...

by Dechert LLP on

The initial compliance dates are rapidly approaching for new disclosure requirements adopted by the U.S. Securities and Exchange Commission (SEC) for registered investment company (funds). All initial registration statement...more

Debt Dialogue: April 2017 - SEC Action Against Underwriter Illustrates Enforcement of Disclosure Violations in the Muni World

On April 5, as one of several enforcement actions relating to an alleged Ponzi scheme, the Securities and Exchange Commission settled an administrative enforcement action against a municipal bond underwriter accused of...more

Conflict Minerals Disclosure New SEC Guidance

by BakerHostetler on

On April 7, 2017, the Securities and Exchange Commission ("SEC") Division of Corporate Finance (the "Division") indicated that it will not recommend enforcement of the conflict minerals source and chain of custody due...more

Debt Dialogue: April 2017 - Anti-Fraud Liability for a Violation of Duty to Disclose Trends Heads to the Supreme Court

Item 303 of Regulation S-K requires issuers to disclose in their annual reports on Form 10-K and quarterly reports on Form 10-Q “known trends or uncertainties that have had or that the registrant reasonably expects will have...more

Cybersecurity Disclosures: A How-To Guide

by Bryan Cave on

In October of 2011, the U.S. Securities and Exchange Commission (“SEC”) issued guidance regarding a public company’s obligations to disclose cybersecurity risks and cyber incidents (the “Cybersecurity Disclosure Guidance”)....more

Call for Comments on Proposed SEC Amendment to Rule 15c2-12

Recently, the SEC proposed amendments to Rule 15c2-12 (the "Rule"), which was published in the Federal Register on or about March 16. Since 1995 governmental issuers and other obligors (like nonprofit health care...more

Annual Determination of Foreign Private Issuer Status—Determination Date for Many Foreign Private Issuers is Friday, June 30, 2017

It is almost time for foreign companies that operate as foreign private issuers (FPIs) under the US federal securities laws to assess their status as FPIs. An FPI is required to reassess its status as an FPI annually as of...more

GAO Reports on 2015 Conflict Minerals Form SDs

GAO released an analysis of a generalizable sample of conflict minerals disclosures filed with SEC in 2015. The analysis found that an estimated 49 percent of companies in 2015 reported having determined whether the conflict...more

SCOTUS to Hear Another Securities Case

by Burr & Forman on

On April 18, the SCOTUS heard oral argument in Kokesh v. Securities and Exchange Commission, an action concerning whether the five year statute of limitations of 28 U.S.C Section 2462 applies to disgorgement. This was the...more

SEC Brings Post-MCDC Enforcement Actions Against Underwriter and Officials

On April 5, 2017 the SEC released two orders instituting cease-and-desist proceedings (consent decrees) which are the first post-MCDC cases finding securities law violations based on misstatements in official statements...more

FINRA Proposes Broad Range of Amendments to Corporate Financing Rule

by Shearman & Sterling LLP on

On April 12, 2017, the US Financial Industry Regulatory Authority, Inc. (“FINRA”) published proposed amendments to FINRA Rule 5110, which regulates the terms and arrangements of securities underwriting conducted by FINRA...more

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