News & Analysis as of

Disclosure Requirements Securities & Exchange Commission

The Ball is in the SEC’s Court: What Health Care Borrowers Can Do While Waiting on Changes to Rule 15c2-12

by Foley & Lardner LLP on

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 that...more

Congresswoman Waters Introduces Bad Actor Disqualification Act

On July 27, 2017, Ranking Member of the House Committee on Financial Services, Congresswoman Maxine Waters, introduced the Bad Actor Disqualification Act of 2017. This draft legislation directs the SEC to implement more...more

September 1 effective date for exhibit hyperlinks in SEC filings fast approaching

by Hogan Lovells on

Beginning September 1, public companies will need to comply with SEC rule amendments requiring that reports and registration statements filed on or after that date...more

Blog: Conflict Minerals Benchmarking Study Analyzes Filings For 2016—Was There Any Progress?

by Cooley LLP on

Development International has posted its most recent Conflict Minerals Benchmarking Study, analyzing the results of filings for the 2016 filing period. The study looked at filings submitted by the 1,153 issuers that had filed...more

SEC Guidance Seeks Enhanced Disclosures by Robo-Advisers

by Carlton Fields on

In February, the SEC staff issued a guidance update focusing on "robo-advisers," i.e., registered investment advisers (RIAs) who provide online, automated investment advice, through the use of an algorithmic program. As RIAs,...more

SEC Chairman Clayton Outlines Priorities, Signals Focus on Disclosure Requirements

by WilmerHale on

In remarks at the New York Economic Club on July 12, Securities and Exchange Commission Chairman Jay Clayton set forth what he considers the guiding principles for his tenure at the agency. In particular, Mr. Clayton stressed...more

Blog: What’s Happening With Those SEC Proposals For Dodd-Frank Clawbacks And Disclosure Of Pay For Performance And Hedging?...

by Cooley LLP on

The SEC’s latest Regulatory Flexibility Agenda, which identifies those regs that the SEC intends to propose or adopt in the coming year— and those deferred for a later time—has now been posted. The Agenda shifts to the...more

Corporate and Financial Weekly Digest - Volume XII, Issue 28

SEC/CORPORATE - SEC Chairman Clayton Makes First Public Speech Outlining His Vision for the Commission - On July 12, in his first major address since becoming Chairman of the Securities and Exchange Commission earlier...more

PCAOB Adopts New Auditor Reporting Standard

by Ropes & Gray LLP on

After more than six years of outreach and public comment, on June 1, 2017, the Public Company Accounting Oversight Board (“PCAOB”) adopted a new auditor reporting standard1 that, if approved by the SEC, would significantly...more

The Case Of The Wholly Owned, But Not Totally Held, Subsidiary That May Or May Not Be 100% Owned

by Allen Matkins on

When someone says that a subsidiary is “wholly owned”, I believe that the common understanding is that the parent company owns all of the issued and outstanding equity of the subsidiary. What if the statement is that the...more

Blog: Will The House Now Try To Undo SOX?

by Cooley LLP on

What’s next for the House after taking on Dodd-Frank in the Financial CHOICE Act? Apparently, it’s time to revisit SOX. The Subcommittee on Capital Markets, Securities, and Investment of the House Financial Services Committee...more

Chairman Clayton Sets New SEC Agenda

On Wednesday July 12, 2017, in his first public speech as Chairman of the SEC, SEC Chairman Jay Clayton laid out a set of eight priorities that will guide his SEC Chairmanship. He said his priorities are consistent with and...more

Public Company Summer/Fall To-Do List: 5 Steps Toward CEO Pay Ratio Disclosure

by Latham & Watkins LLP on

US public companies should be preparing now to disclose their CEO pay ratios in 2018. For the 2018 proxy season, most public companies will be required to disclose the pay ratio between their CEO and the median compensated...more

TCFD Report Will Shape Future Expectations for Climate-Related Financial Disclosures

by Beveridge & Diamond PC on

On June 29, 2017, the Task Force on Climate-Related Financial Disclosures (TCFD or Task Force) released its Final Report providing recommendations on voluntary climate-related financial disclosures. The recommendations,...more

Reminder on CEO Pay Ratio Disclosure for 2018

by Ropes & Gray LLP on

Beginning in 2018, most public companies will be required to include CEO pay ratio disclosure in their proxy statements. Despite efforts to repeal, delay or limit the implementation of the SEC’s pay ratio rule, it appears...more

SEC Chair Addresses Capital Formation

In a speech earlier today, July 12, 2017, Securities and Exchange Commission Chair Clayton discussed the Commission’s guiding principles. In his comments relating to disclosure requirements, Chair Clayton noted that “the...more

New SEC Chair Announces Guiding Principles

In remarks before the Economic Club of New York, new SEC Chairman Jay Clayton discussed eight guiding principles: Principle #1: The SEC’s mission is our touchstone. Investors and capital markets will suffer if the SEC...more

Blog: SEC Chair Jay Clayton Discusses Principles Guiding His Tenure At The SEC

by Cooley LLP on

In his first public speech as SEC Chair, Jay Clayton outlined for the Economic Club of New York eight principles that he aims to guide his tenure as Chair. In discussing these principles and some ways in which he plans to put...more

SEC Extends to Non-EGCs Process For Nonpublic Review of Registration Statements

by Hogan Lovells on

On June 29, the SEC announced that its Division of Corporation Finance will allow all companies to submit for nonpublic review draft registration statements relating to initial public offerings and other specified...more

Second Circuit Rejects First Circuit’s “Extreme Departure” Test for Assessing Materiality of an Alleged Omission of Interim...

In Stadnick v. Vivint Solar, Inc., 2017 WL 2661597 (2d Cir. June 21, 2017), the United States Court of Appeals for the Second Circuit affirmed the dismissal of claims for violations of Section 11 of the Securities Act of...more

Investor Advocate’s Report

Recently, the SEC’s Office of Investor Advocate released the report it is required to file with the Committee on Banking, Housing and Urban Affairs of the U.S. Senate and the Committee on Financial Services of the House of...more

New Revenue Recognition Standard – Part I: Introduction

by Thomas Fox on

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) for public business entities, certain not-for-profit entities, and...more

Blog: Will Pay-Ratio Disclosure Benefit Investors?

by Cooley LLP on

One of the arguments that has often been used to oppose the Dodd-Frank pay-ratio provision is that the rule does not really provide information that benefits investors; instead, the argument goes, the real animus for the rule...more

Debt Dialogue: June 2017 - SEC Proposes Modifications to Rule 15c2-12 to Increase Event-Driven Disclosures by Municipal Issuers

Disclosure in the municipal securities markets has been a focus of the Securities and Exchange Commission for some time, but it has recently returned to center view with the SEC’s proposals for additions to the event-driven...more

Blog: Form What? CAQ Offers Help For Audit Committees In Understanding And Using Form AP

by Cooley LLP on

Remember Form AP? That’s the form that the PCAOB is now requiring audit firms to use to name individual audit engagement partners. The form will also disclose the names and Firm IDs, locations and extent of participation of...more

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