Public Disclosure

News & Analysis as of

Fourth Circuit Clarifies Applicability of FCA Public Disclosure Bar to Amended Complaints

In one of several decisions issued during 2016 addressing the False Claims Act’s Public Disclosure Bar, 31 U.S.C. § 3730(e)(4), the Fourth Circuit in United States ex rel. Lyle Beauchamp v. Academi Training Center, LLC held...more

Alert: ISS Peer Group Submission Process for 2017 Annual Meetings

Each year, Institutional Shareholder Services (ISS) constructs its own peer groups to analyze companies' executive pay and relative company performance. In doing so, it takes into account each company's self-selected peer...more

Holiday Horror Series: Part 1- Could You Patent Christmas?!

The holidays are upon us. Given that everything seems to be protected by intellectual property rights, could someone protect Christmas? The most likely candidate to try to patent Christmas would be Santa Claus. But...more

Changes to Public Records Act Reshape Duties of Government Contractors

Recent amendments to Florida's Public Records Act both clarify and alter a contractor's responsibilities under the Act. The 2016 amendment to the Act applies to contracts with a public agency entered into or amended on or...more

SEC Clarifies Baby Shelf Rules

The Securities and Exchange Commission (“SEC”) recently issued a new compliance and disclosure interpretation (the “New C&DI”) in Question 116.25 regarding the availability of Form S-3 for the registration and sale of shares...more

New Report Shows Continued Increases in Enhanced Audit Committee Disclosures Among S&P 500

The Center for Audit Quality and Audit Analytics recently released their 2016 Audit Committee Transparency Barometer. The report is based on a review of proxy statements filed through the end of June 2016 by companies in the...more

FDA Says BPCIA Poses No Fifth Amendment Taking for Innovator Biologics Submitted Prior to Its Enactment

On the same day that FDA approved the first biosimilar of Humira, the fourth biosimilar to be approved in the U.S., it also denied a citizen petition filed by Abbott Laboratories (now AbbVie) requesting that FDA not accept...more

"Private" E-mails and FOIA

Recent legal decisions continue to blur the line between private communications and public records, extending the reach of the Freedom of Information Act (FOIA). Because of these shifts, proactive government officials are...more

New California Law Requires Additional Public Disclosure by Private Funds

On Sept. 14, 2016, the State of California enacted new legislation that requires additional public disclosure by the funds of any California public pension or retirement system, including the University of California (Public...more

SEC Continues to Closely Monitor the Use of Non-GAAP Financial Measures

On May 17, 2016, the U.S. Securities and Exchange Commission (SEC) issued new Compliance and Disclosure Interpretations (C&DIs). The C&DIs provide added guidance on the use of non-GAAP financial measures in public disclosures...more

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

After a one-month hiatus, we find ourselves with much to catch up on. Brace yourself. The SEC . . . - announced, that it no longer requires Tandy language, generally an acknowledgment in SEC comment...more

“Putting Disclosures to the Test” – Lessons Learned From the FTC’s Disclosure Workshop

The Federal Trade Commission recently hosted a public workshop where academics, researchers and regulators took a hard look at how companies can test, evaluate and measure the effectiveness of their disclosures to consumers....more

Financial Services Weekly News - October 2016

Editor's Note - Regulation and Innovation, Part IV. In the April 6, June 22 and September 14 editions of the Roundup, we discussed the approaches of various banking regulators generally, and the Office of the...more

New California Law Mandates Public Disclosure of Private Fund Information

A new California law requires public pension and retirement systems to obtain and publicly disclose information about their investments into venture capital, private equity, hedge and absolute return funds. The law appears to...more

New California Law Mandating Disclosure of Certain Fees and Expenses

The California Government Code has been amended to require additional public disclosure about investments by state or local California public pension plans (the “California Plans”). The amendment, which is the most...more

Fourth Circuit Holds False Claims Act Relators Cannot Use Facts Learned by Their Attorney in a Previous Case to Defeat the FCA’s...

Earlier this year, the Fourth Circuit held in United States ex rel. May v. Purdue Pharma L.P., 811 F.3d 636 (2016) that the a complaint that is “based on” relators’ attorney’s work on a prior dismissed FCA action triggers the...more

Practice Pointers on Non-GAAP Financial Measures

On June 27, 2016, Securities and Exchange Commission (“SEC”) Chair Mary Jo White, speaking at the International Corporate Governance Network’s Annual Conference in San Francisco, reiterated the SEC’s growing concern regarding...more

Nasdaq Rule Requiring Disclosure of Director “Golden Leash” Compensation Goes into Effect August 1, 2016

A new requirement that Nasdaq-listed companies disclose certain payments made to directors by third parties is scheduled to go into effect on August 1, 2016. The new rule targets so-called “golden leash” payments made to...more

Intellectual Property in Medicine: Initial Considerations

Physicians are well-positioned to generate new inventions and thereby improve the treatment of their patients. As a result, physicians have historically been some of the best and most active inventors in the United States. ...more

We Really Mean It This Time: Recently Enacted FOIA Improvement Act of 2016 Mandates

On June 13, Congress passed the FOIA Improvement Act of 2016, and President Obama signed the bill into law on June 30, nearly 50 years after the original Freedom of Information Act (“FOIA”) was first enacted. The new law was...more

SEC Approves Nasdaq Rule Requiring Public Disclosure of Payments to Directors by Third Parties

In March 2016, the Nasdaq Stock Market LLC (“Nasdaq”) proposed new rules regarding disclosure of third-party compensation of directors. This third-party compensation, which may not be publicly disclosed, arises when a party...more

New OSHA Rule Effective Next Month – Are Your Drug-Testing Policies Placing You At Risk?

Certain provisions of the Occupational Safety and Health Administration’s (“OSHA’s”) new reporting Rule, which go into effect on August 10, 2016, implicate employers’ post-injury and post-accident drug-testing policies. As...more

Proposed Financial Disclosure Changes Could Impact Funds and BDCs

At an open meeting this week, the SEC voted to propose changes to certain disclosure rules affecting public issuers including, among others, investment companies and business development companies (BDCs)....more

First Circuit Affirms Dismissal For CVS Caremark Under Public Disclosure Bar

The FCA’s public disclosure bar precludes liability when a relator’s allegations have been publicly disclosed in a list of statutorily enumerated sources. Last week, the First Circuit added to the growing jurisprudence both...more

"Corporate Finance Alert: The Use of Non-GAAP Financial Measures — A Disclosure Guide"

Companies commonly supplement their reported earnings under U.S. generally accepted accounting principles (GAAP) with non-GAAP financial measures that they believe more accurately reflect their results or financial position...more

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