Material Disclosures

News & Analysis as of

Blog: Nasdaq Issues Guidance Regarding Release Of Material News Around Market Close (Reposted)

On the heels of the NYSE rule amendment related to material news and trading halts (see this PubCo post ), as noted in blog, Nasdaq has followed suit with this Issuer Alert. The Alert does not reflect...more

A Spotlight On Benefit Corporations

Benefit Corporations and other impact-driven corporate entities, such as Delaware Public Benefit Corporations and California Social Purpose Corporations, are proliferating at a healthy pace. More than 30 states have enacted...more

CFPB Brings Another Auto Lender Action, This Time for $48M

Why it matters - Continuing its focus on the auto lending industry, the Consumer Financial Protection Bureau (CFPB) ordered Westlake Services LLC and subsidiary Wilshire Consumer Credit LLC to pay roughly $48 million for...more

Financial Services Weekly News - September 2015 #4

Regulatory Developments - NYDFS Announces Approval of First BitLicense Application from a Virtual Currency Firm: The New York State Department of Financial Services (NYDFS) announced Sept. 22 that it has approved...more

NYSE Amends Rules for Release of Material News

Changes to Notification Requirements - Notifications During Pre-Market Hours. Currently, Rule 202.06 requires listed companies to notify the NYSE at least 10 minutes before they release material news “shortly before the...more

NYSE Rule Change to Effect Issuers Public Announcements

On August 27, 2015, the New York Stock Exchange (the “NYSE” or the “Exchange”) filed with the Securities and Exchange Commission (the “Commission”) a proposed change to Section 202.06 of the NYSE Listed Company Manual (the...more

FINRA’s Projected 2015 Fines: Not Keeping Pace With 2014’s Total, But Still a Blockbuster Year

Despite a slowdown in the fines reported in 2015, the Financial Industry Regulatory Authority (FINRA) has continued to flex its enforcement muscle so far this year. During the first half of 2015, FINRA reported $37.5 million...more

Blog: NYSE Proposes Amendment Related To Material News And Trading Halts

The NYSE has filed with the SEC a proposal to amend Section 202.06 of the NYSE Listed Company Manual related to material news and trading halts. The proposal would make the following changes.....more

Canadian Securities Regulators release results of Continuous Disclosure Review

On July 16, 2015, the Canadian Securities Administrators (CSA) issued CSA Staff Notice 51-344 summarizing the results of their Continuous Disclosure (CD) Review Program for the fiscal year ended March 31, 2015. The CSA...more

SEC Exams to Focus on Sales of Retirement Products

The SEC Office of Compliance Inspections and Examinations, or OCIE, has launched a multi-year Retirement-Targeted Industry Reviews and Examinations (ReTIRE) Initiative. OCIE is focusing on retirement-based savings in...more

New Jersey Supreme Court to Consider Important Public Bidding Case – Practical Considerations for Contractors

In April, the New Jersey Supreme Court agreed to review the case of Waste Management of New Jersey, Inc. v. Mercer County Improvement Authority. The matter concerns a defect in a bid submitted under the New Jersey Public...more

Miners Beware: Regulators Read Your Investor Presentations

On April 9, 2015, the Canadian Securities Administrators (CSA) published CSA Staff Notice 43-309 - Review of Website Investor Presentations by Mining Issuers (the Staff Notice), which summarizes the findings of a review of...more

New Swiss Disclosure Annex for Non-Swiss Funds

The Swiss Funds and Asset Management Association (SFAMA) has published a model annex setting out prescribed form disclosure statements to be included in the offering documents and other marketing materials of non-Swiss funds...more

"Omnicare Decision Clarifies Pleading Standard for Section 11 Claims Based on Statements of Opinion in Registration Statements"

In an opinion issued yesterday, the U.S. Supreme Court held in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund that an issuer may be held liable under Section 11 of the Securities Act of 1933...more

SEC Charges Insiders for Failure to Update Schedule 13D Disclosures

On March 13, the Securities and Exchange Commission charged eight officers, directors and major shareholders for failing to update material changes in their stock ownership disclosures on Schedule 13D in connection with...more

SEC Turns Up the Heat on Issuer Officials

Two recent SEC enforcement actions demonstrate that the Securities and Exchange Commission remains intently focused on the municipal market and, in particular, on officials participating in financings that fail to accurately...more

Say-On-Pay Vote Did Not Create Disclosure Obligation

In Liang v. Berger, the plaintiff in a derivative action alleged the officers and directors of ARAID Pharmaceuticals failed to disclose material negative information about a drug under development in a timely manner. Among...more

First Circuit Recognizes Uberrimae Fidei In Admiralty Context

The First Circuit recently examined, in the admiralty context, the doctrine of uberrimae fidei, a legal doctrine requiring that all parties to an insurance contract deal in good faith and fully disclose all material facts....more

Omissions Regarding “Known Trends” in a 10-Q Report May Support a Securities Fraud Claim

If a public company fails to disclose in its quarterly or annual reports trends and uncertainties that it could reasonably expect to have a material impact on revenues, at least one significant federal court has held that the...more

District of Colorado Declines To Certify Deceptive Practices Class

The District of Colorado declined to certify a class in a case against Dollar Rent A Car where the Plaintiff alleged Dollar tricked renters into buying Loss Damage Waiver (“LDW”), supplemental liability insurance (“SLI”), and...more

Expanded Disclosure Remedies for Claimants in International Cases Heard in England?

A valuable remedy open to a party in English civil proceedings is to seek a Norwich Pharmacal order. Such orders require a respondent to disclose certain information or documents to the applicant. The respondent party need...more

Applying Canadian Securities Laws To Social Media: A Square Peg In A Round Hole (OWTTE)

The time has come for Canadian securities regulators and stock exchanges to revisit the application of securities laws and policies to the use of electronic communications for the disclosure of material information. Existing...more

Is It Worth It For Plaintiffs' Counsel To Gamble On Merger Class Actions in North Carolina?

I hadn't written anything yet about the multiple shareholder actions challenging the merger of PokerTek -- a developer and distributor of electronic table (gambling) games -- with Multimedia Games -- another developer and...more

CFPB Unveils Know Before You Owe “Owning A Home” Initiative

On January 13, the CFPB published a report based on results from its recent survey of consumers who had recently taken out new mortgages. The survey, jointly conducted by the CFPB and the FHFA, found that (i) almost half of...more

CFPB Finalizes Minor Changes to “Know Before You Owe” Rules

On January 20, CFPB finalized two minor modifications to the “Know Before You Owe” mortgage disclosure rules. The changes, which were proposed in October 2014, address when consumers will receive updated disclosures after...more

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