Form 10-K

News & Analysis as of

Blog: Auditor independence follow-up

As discussed in this PubCo post, last week, the SEC announced settled charges against EY and individual EY auditors (and certain officers at the audit clients involved) with regard to alleged violations of the auditor...more

SDNY Refuses to Dismiss Executive’s Dodd-Frank Retaliation Claim

On August 24, 2016, the Southern District of New York denied Defendants’ motion to dismiss a Dodd-Frank whistleblower retaliation claim brought by its former co-CEO and Executive Chairman of its Board of Directors, finding...more

Blog: First SEC Enforcement Actions For Violations Of Auditor Independence Rules Resulting From Personal Relationships

In two orders made public today, the SEC announced settled charges against EY and individual EY auditors with regard to alleged violations of the auditor independence rules as a result of “close personal relationships” with...more

Blog: BDO Analysis Of Tech Industry Risk Factors Shows Increased Impact Of Cybersecurity And M&A Concerns

An analysis by audit firm BDO of the incidence of disclosure of various risk factors among tech companies over five years reflects increased emphasis on security breaches, the impact of M&A (including goodwill impairment) and...more

SEC Proposes to Require Hyperlinks to all Exhibits in Periodic Reports and Registration Statements

On August 31, the SEC issued proposed amendments to Regulation S-K and Regulation S-T that would require public companies and companies filing registration statements to include in the exhibit index to periodic and current...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

California, Delaware And Nevada Differ On Committee Composition

In a prior post, I compared the differing limitations on committee authority under California and Delaware law. Today’s post focuses on differences in committee composition among California, Delaware and Nevada. These are...more

SEC Approves Nasdaq Rule Requiring Disclosure of Third-Party Payments to Directors

New Nasdaq Rule 5250(b)(3) is a result of increased activist shareholder efforts to place representatives on public company boards of directors. During the past several years, activist shareholders have sought to nominate...more

SEC Approves NASDAQ “Golden Leash” Rules

Recently, the U.S. Securities and Exchange Commission (the “SEC”) approved NASDAQ’s new Rule 5250(b)(3), which requires NASDAQ-listed companies to publicly disclose any cash or non-cash payments made by third parties to any...more

SEC Proposes Change to Definition of Smaller Reporting Company

The U.S. Securities and Exchange Commission (the “SEC”) recently proposed changes to expand the number of U.S. public companies that would qualify as a “smaller reporting company” (a “SRC”) and who therefore would be eligible...more

SEC Approves Nasdaq “Golden Leash” Disclosure Rule

On July 1, 2016, the Securities and Exchange Commission approved Nasdaq’s proposal for a “golden leash” disclosure rule (Rule 5250(b)(3)) requiring listed companies to publicly disclose benefits given by investors or other...more

“Interim Final Temporary Rules”, Say What?

Visitors to the Securities and Exchange Commission’s website will find a pull-down menu entitled “Regulation”. One of the items on that menu has the oxymoronic title of “Interim Final Temporary Rules”. How can a rule be...more

SEC – Phoenix Settle Accounting Errors Action

Financial reporting cases are a key focus of SEC enforcement. In some instances the actions result from fraudulent schemes such as those where executives falsify the numbers to obtain a bonus. In other instances the actions...more

Nasdaq Adopts “Golden Leash” Director Compensation Disclosure Requirement

The Nasdaq Stock Market LLC (Nasdaq) has adopted a new rule that will require each Nasdaq-listed company to publicly disclose compensation or other payments by third parties to any current director or nominee for director in...more

In Case You Missed It - Interesting Items for Corporate Counsel - June 2016

The SEC adopted a rule required by the FAST Act, here, that, we guess, confirms that an Annual Report on Form 10-K may include a summary. The SEC prescribes no rules about where a summary might appear or what it may look...more

Capital Markets & Public Companies Quarterly: Catching up on the SEC's Active Second Quarter

In Depth - New SEC C&DIs Regarding Non-GAAP Financial Measures - On May 17, 2016, the SEC issued several new Compliance & Disclosure Interpretations (C&DIs) and modified existing C&DIs to provide additional...more

What is non-GAAP? [Video]

What is non-GAAP?...more

SEC Approves NASDAQ's Rule Requiring Annual Disclosure of Golden Leashes – Effective August 1, 2016

On July 1, 2016, the Securities and Exchange Commission (SEC) issued a release which requires NASDAQ-listed companies to disclose certain compensation or payments made by third parties to directors or director...more

This Week In Securities Litigation

Just prior to the July 4th holiday a legend of the federal securities bar passed away. Irving Pollock, or Irv as he was known, was the father of the SEC’s Enforcement Division. A New Mexico jury handed the Commission a...more

Jury Rejects SEC’s Key Claims While Deadlocking on Others

A jury rejected most counts brought by the SEC against two senior executives of Thornburg Mortgage, Inc., the second largest independent mortgage company in the country. The charges centered on a market crisis era scheme in...more

SEC Approves Nasdaq Golden Leash Disclosure Rule

The SEC has approved Nasdaq’s proposed Rule 5250(b)(3) regarding disclosure of so called golden leash arrangements. The Rule requires each listed company to publicly disclose the material terms of all agreements or...more

Examples of Brexit Disclosures in SEC Filings

As Broc Romanek noted on the TheCorporateCounsel.net, a number of SEC filings discussing Brexit have been made. I have noted some of the disclosures below, focusing on those that have been made since the vote result was...more

US Securities and Exchange Commission Adopts Amendments to Form 10-K

The US Securities and Exchange Commission approved a final rule, implementing a provision of the Fixing America’s Surface Transportation Act, amending Form 10-K disclosure requirements. The interim final rule allows Form 10-K...more

UK “Leave” Vote Disclosures–What Now?

In case you missed it, the United Kingdom voted last week to leave the European Union. And while this clearly is a huge global development (if the stock markets, currency exchange rates and headline type sizes are any...more

Corporate and Financial Weekly Digest - Volume XI, Issue 23

SEC/CORPORATE - SEC Adopts Amendment to Form 10-K Permitting the Summary of Business and Financial Information - On June 1, the Securities and Exchange Commission adopted an interim final rule (Rule), as mandated...more

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