Exemptions Disclosure Requirements

News & Analysis as of

The ILSA Condo Exemption – Not Out of the Woods Yet

The Interstate Land Sales Full Disclosure Act (ILSA) is a federal statute that aims to prevent land sales fraud and uninformed purchases of unimproved real property by requiring registration of subdivisions with the Consumer...more

Preliminary Planning for the 2017 Proxy Season

For those who want to start preparing for the 2017 proxy season, our preliminary list of important considerations is set forth below: Directors’ and Officer’s Questionnaire - Nasdaq has adopted a rule requiring...more

Navigating the DOL’s New Fiduciary Rules: A Game Plan for Broker-Dealers

This OnPoint focuses on the new and amended fiduciary investment advice regulations issued by the U.S. Department of Labor (DOL) and accompanying prohibited transaction exemptions (Final Rules), from the perspective of...more

New Federal Law Will Require Disclosure of GMO Content in Food

A new federal law will require food makers to disclose when foods contain genetically modified ingredients. The law, which was recently signed by President Obama, will require such food products to be labeled with text,...more

SEC Adopts Payment Disclosure Rules for Companies Engaged in Resource Extraction

The U.S. Securities and Exchange Commission (the “SEC”) has adopted new rules which require “resource extraction issuers” to disclose annually the type and amount of payments that they (or their subsidiaries or entities under...more

SEC Adopts Payment Disclosure Rules for Resource Extraction Issuers

On June 27, 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted Rule 13q-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and amendments to Form SD (Specialized Disclosure Report) (See SEC...more

Agreement Reached on Bipartisan Federal GMO Food Labeling Bill

Provides Practical, Mandatory Disclosure and Preempts State GMO Labeling Laws - Senate Agriculture Committee leaders reached agreement June 23, 2016, on a bill that would require food containing genetic material modified...more

CAS Legal Mailbag Question of the Week - March 2016 #2

Dear Legal Mailbag: I have heard of the Freedom of Information Act; however, in my administrative preparation courses, the professors glossed over it and I never really understood the nuances of public records and the...more

Financial Trade Secrets Exemption from Florida’s Sunshine Laws

On Wednesday, February 24, 2016, Florida’s Governor Rick Scott signed two bills which exempt trade secret financial information from the state’s Sunshine Laws. The change is significant in a state known for expansive open...more

U.S. House of Representatives Pass Bill Seeking to Raise Disclosure Thresholds under SEC Rule 701

A bill (H.R. 1675) seeking to increase the information disclosure threshold under SEC Rule 701 passed the U.S. House of Representatives on February 3 by a vote of 265 to 159. Rule 701 exempts from registration issuer sales or...more

Offering memorandum exemption introduced in Ontario

A new method of raising financing takes effect in Ontario today. As anticipated in a previous alert, Ontario has adopted a prospectus exemption that allows issuers to distribute securities by preparing and delivering an...more

Regulation Crowdfunding

On October 30, 2015, the SEC voted to adopt final rules permitting crowdfunding. Regulation Crowdfunding allows issuers to engage in securities-based crowdfunding through the internet pursuant to Section 4(a)(6) of the...more

Uniform Disclosure Requirements: Possible or Aspirational?

Now that the Advisory Committee on Small and Emerging Companies and various industry groups are focused on the possibilities associated with modernizing Rule 147 and possibly reviewing the requirements for the Rule 504 and...more

TCPA Connect - October 2015

After FCC Citation for TCPA Violations, Lyft Changes Terms of Service - Less than a week after the Federal Communications Commission cited Lyft for violating the Telephone Consumer Protection Act by requiring customers...more

House Passes Disclosure Modification and “4(a)(1)(1/2)” Bills

On October 6, the US House of Representatives passed the Disclosure Modification and Simplification Act of 2015 (H.R. 1525), which, if enacted, would require the Securities and Exchange Commission to (1) revise Regulation S-K...more

Raising Capital? Don’t Forget about SEC Filings (It’s Not as Difficult as It Sounds)

The mention of "securities law and regulations" is a common, but daunting phrase that many entrepreneurs hear when they are attempting to raise money from investors for their companies. Under federal securities laws, any sale...more

Human Rights Commission to New York City Employers: Be Wary of Consulting Credit Histories

Businesses operating in New York City may already be aware that the Stop Credit Discrimination in Employment Act (read the full text here), which took effect on September 3, 2015, generally prohibits employers from...more

SEC Approves Rule to Regulate Debt Research Reports and Debt Research Analysts

Background - Eight years in the making, the US Securities and Exchange Commission (SEC) has finally approved the Financial Industry Regulatory Authority’s (FINRA's) proposed Rule 2242 (the Rule or Rule 2242), which will...more

NYC Commission on Human Rights Explains New NYC Background Check Laws

We were pleased to host a program on September 28, 2015 on New York City’s two new background check laws, the Stop Credit Discrimination in Employment Act and the Fair Chance Act. Paul Keefe, Supervising Attorney at the NYC...more

SEC Adopts Pay Ratio Rule

The US Securities and Exchange Commission (SEC) has adopted a final rule to implement the requirement of Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank) that public...more

The New York City Commission on Human Rights Releases Enforcement Guidance on the Stop Credit Discrimination in Employment Act

Last week, the Stop Credit Discrimination in Employment Act became effective. It amended the New York City Human Rights Law to prohibit most employers from making employment decisions based on an employee or applicant’s...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

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

SEC Adopts Final Rules on CEO Pay Ratio Disclosure

On August 5, 2015, the Securities and Exchange Commission (“SEC”) adopted long-awaited final rules on CEO pay ratio disclosure (the “Rules”), which require that almost every SEC registrant disclose the ratio of the annual...more

SEC Adopts Final Rules on CEO Pay Ratio Disclosure

Companies are required to disclose the ratio of median employee annual total compensation to CEO annual total compensation starting in the 2018 proxy season; foreign private issuers, emerging growth companies and smaller...more

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