Disclosure Requirements

News & Analysis as of

New Federal Chemical-Disclosure Regulations? Public-Comment Period Has Ended

In our July/August newsletter, we wrote that in May 2014, the Obama administration began to accept comments regarding potential federal hydraulic-fracturing regulations. The EPA, through an advance notice of proposed...more

Focus on China Compliance - Fall 2014

In This Issue: - Between a Rock and a Hard Place: Navigating Disclosures to U.S. Regulators Within the Framework of China’s State Secrets Law - Internal Investigations in China: Collecting and Reviewing Digital...more

Disclosure Effectiveness: ABA Business Law Section Committees Suggest Financial Reporting Revisions

In response to the SEC’s request for input on how to improve the effectiveness of public company disclosure, the American Bar Association’s (ABA’s) Business Law Section’s Federal Regulation of Securities and Law and...more

The Regulators Are Coming! The Regulators Are Coming!

Regulators, in-house lawyers and compliance officers told a serious cautionary tale at the recent Practicing Law Institute Broker-Dealer Regulation and Enforcement seminar. Representatives of the Securities and Exchange...more

Do I Need to Update My D&O Questionnaire for 2015?

One of the most frequent questions we get this time of year is issuers asking whether there are any needed updates to director and officer questionnaires. Necessary modifications are usually driven by changes to stock...more

Blog: D.C. Circuit grants petition for panel rehearing of conflict minerals case

The D.C. Circuit court of Appeals has granted the petitions of the SEC and Amnesty International for panel rehearing (and the motion of Amnesty to file a supplemental brief) in connection with the conflict minerals case,...more

Panel to Rehear Conflict Minerals Case

The United States Court of Appeals for the District of Columbia has granted the petition for a panel rehearing (as opposed to an en banc rehearing) in the conflict minerals case. The court asked the parties to file briefs...more

ASIC looks for more opportunities for electronic disclosure

The release of ASIC’s consultation paper 224 Facilitating electronic financial services and disclosures invites financial product providers and advisors to provide feedback on improving electronic financial services...more

Minimizing Antitrust Risk in M&A Transactions

For any company looking to enter into a merger or acquisition, the laundry list of necessary pre-closing tasks can start to add up. But, just as companies must complete due diligence and identify negotiation strategies, it...more

Why Commissioner Gallagher Is Not Mistaken On Political Spending Disclosure

In this post published on October 30, I observed: According to Enver Fitch and Limor Bernstock at ISS ESG Proxy Research, shareholders associated with the Center for Political Accountability submitted 47 proposals this...more

SEC Obtains Over $4 Billion for Securities Violations in 2014

Following the end of its fiscal year on September 30, the Securities and Exchange Commission (SEC) reported that FY 2014 was notable not only for the record number of enforcement actions filed, but for the wide range of...more

Voluntary Disclosure: The Continuing Debate

For years (okay 3 years), I have written about the need for DOJ to address its policies surrounding voluntary disclosure. DOJ and the SEC regularly urge companies and FCPA practitioners to disclose FCPA violations to DOJ in...more

SEC Sanctions 10 Companies for Disclosure Failures Surrounding Financing Deals and Stock Dilution

On November 5, the Securities and Exchange Commission announced enforcement actions against 10 companies for failing to make the required disclosures about financing deals and other unregistered sales that diluted their...more

Corporate and Financial Weekly Digest - Volume IX, Issue 44

In this issue: - SEC Sanctions 10 Companies for Disclosure Failures Surrounding Financing Deals and Stock Dilution - Delaware Court of Chancery Rejects Entire Fairness Review in Absence of Conflicted...more

CFPB Issues Final Privacy Notice Rule

The CFPB has finalized its proposal allowing financial institutions to forgo mailing annual privacy notices by posting such notices online. Unfortunately, despite numerous pleas from the industry that the proposal would do...more

TILA-RESPA Integrated Disclosure Rule Updates and Additional

On September 8, 2014, the CFPB issued an updated Small-Entity Compliance Guide to the new TILA-RESPA integrated disclosure rule. This updates the original guide issued in April 2014 to provide additional resources on the rule...more

More Disclosure Needed as SEC Sunlight Shines

The US Securities and Exchange Commission's (SEC) “Spreading Sunshine” speech in early May 2014 heralded a new era of disclosure for private equity firms. Under the spotlight were fees, allocation of expenses, co-investment,...more

Blog: More “Broken Windows” Enforcement From The SEC?

Yesterday, the SEC announced that it had sanctioned ten companies (generally, smaller reporting companies traded on OTC Link) for failing to make required Form 8-K disclosures related to financings and unregistered stock...more

Socially Aware - Volume 5, Issue 6 - November 2014

In This Issue: - To Click or Not to Click? Ninth Circuit Rejects Browsewrap Arbitration Clause - “Operation Full Disclosure”: FTC Warns Advertisers to Check the Fine Print - New York Family Court...more

Disclosure Effectiveness–Getting a Jump on the SEC’s New Initiative

As mandated by the JOBS Act, the SEC is in the midst of a major reassessment of its disclosure rules and practices. For example, in December 2013, the Division of Corporation Finance released its “Report on Review of...more

Proposed Revisions to the DoD’s FOIA Procedures

It is common for Government contractors to utilize the Freedom of Information Act (FOIA) to obtain documents relevant to their business development, operations, and – often – claims. While FOIA requests can be a...more

Extension to Deadline to Disclose Relevant Transactions for Fiscal Year 2014

Pursuant to article 31-A of the Federal Tax Code, rule I.2.8.1.14 and Annex 1-A of the Fifth Set of Amendments to the Miscellaneous Fiscal Resolution for Fiscal Year 2014, as of January 1, 2014, taxpayers are obliged to...more

SEC: Non-Transparent ETFs Not Ready for Prime Time

The SEC has given a preliminary thumbs-down to non-transparent exchange traded funds (ETFs). In two separate notices issued on October 21, 2014, the Commission stated that applications to allow actively managed ETFs to...more

The State and Local Regulatory Landscape for Bioengineered Plants

Across the country, numerous state and local governments have enacted or are considering laws affecting the cultivation, use, and labeling of genetically engineered plants (“GMOs”). These laws are best described in three...more

Stop and Smell the Trade Secrets, Part II: Two Major Companies Voluntarily Disclose Fragrance Ingredient Information

Do you know which chemical ingredients create that complex smell in your favorite deodorant, cologne, or perfume? For years, the answer has been a resounding no. Historically, the consumer products industry has relied on...more

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