Public Disclosure Securities & Exchange Commission

News & Analysis as of

U.S. SEC Approves Proposals to Modernize Reporting Requirements for Registered Investment Companies and Registered Investment...

The U.S. Securities and Exchange Commission (SEC) today unanimously approved proposals (Proposals) to modernize the reporting of information provided by registered investment companies (funds) and registered investment...more

Is SEC Regulation of Political Spending Dead?

It is unlikely that it is dead, but it certainly is on life support. But, I believe that board oversight, and disclosure, of corporate political expenditures will continue to increase. In 2011, the Committee of...more

Full Dissemination of Information–How Many Days?

How many days does it take for material nonpublic information in a press release or an SEC filing to be deemed fully disseminated to, and digested by, the marketplace? The answer can affect, for example, the duration of a...more

SEC Proposes Dodd-Frank Hedging Policy Disclosure Rules

The Securities and Exchange Commission (SEC) recently released long-awaited proposed rules, as mandated by Section 955 of the Dodd-Frank Act, that would require a public company to disclose whether the company permits its...more

SEC Proposes Rules Requiring Disclosure of Hedging by Employees, Officers, and Directors

On February 9, 2015, the Securities and Exchange Commission (the “SEC”) issued proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, requiring disclosure of whether an...more

Court Finds Naming Names in Public Filings and Imprudent Emails Support Action For Retaliation

In Celia Greengrass v. International Monetary Systems, Ltd., 2015 WL 137891, (7th Cir. Jan. 12, 2015), the Seventh Circuit relied in part on the fact that an employer identified a former employee by name in its discussion of...more

SEC Proposes Rules for Disclosure of Hedging by Employees, Officers, and Directors

Boards of Directors of companies subject to the federal proxy rules should take note of proposed rules released by the Securities and Exchange Commission (SEC) on February 9, 2015 that would enhance corporate disclosure of...more

SEC Proposes Hedging Disclosure Rule

On February 9, the SEC issued a proposed rule implementing Section 955 of the Dodd-Frank Act. The rule would require directors, officers, and other employees of public companies to disclose in proxy and information statements...more

SEC Proposes Disclosure Rule for Company Hedging Policies

On February 9, 2015, the Securities and Exchange Commission (“SEC”) proposed a rule to enhance disclosure of company hedging policies for directors, officers and other employees. This proposal would implement Section 955 of...more

SEC Proposes Rules for Disclosure of Companies’ Hedging Policies

On February 9, as mandated by Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), the Securities and Exchange Commission proposed new rules requiring disclosure by US public...more

SEC Proposes Rules for Hedging Disclosure

On February 9, 2015, the SEC proposed rules that would require domestic public companies to disclose in proxy and information statements whether the company permits any of its directors or employees (including officers) to...more

SEC Proposes New Rules on Hedging Disclosures

On February 9, 2015, the Securities and Exchange Commission (the “SEC”) proposed rules that would require disclosure of policies permitting or prohibiting hedging by directors, officers and other employees to hedge or offset...more

SEC Proposes Rules for Hedging Disclosure

On February 9, 2015, the Securities and Exchange Commission, as required by Section 955 of the Dodd-Frank Act, issued proposed rules requiring enhanced proxy disclosure of a company’s hedging policies for its directors,...more

Does The SEC Have Hedging Backwards?

Last week, the Securities and Exchange Commission announced that it is proposing new rules requiring “disclosure about whether directors, officers and other employees are permitted to hedge or offset any decrease in the...more

SEC Proposes Rules for Hedging Policy Disclosure

The Securities and Exchange Commission has proposed rules to implement the disclosure of hedging policies as required by Section 955 the Dodd-Frank Wall Street Reform and Consumer Protection Act. ...more

SEC Proposes Disclosure Rules on Hedging Policies

On Monday, the Securities and Exchange Commission (the “SEC”) proposed rules requiring disclosure of companies’ policies with respect to hedging transactions, in order to implement Section 955 of the Dodd-Frank Wall Street...more

SEC Proposes Hedging Policy Disclosure Requirement

The SEC focuses on governance practices and policies viewed as relevant to employee/director equity owners’ and shareholders’ alignment of interests....more

Proposed Hedging Disclosures to Apply to EGCs

The SEC recently proposed amendments to require disclosure of whether employees and directors of public companies are permitted to hedge or offset any decrease in the market value of equity securities granted to them as part...more

SEC Proposes Rules for Hedging Disclosure; Staff to Review Rule 14a-8(i)(9)

SEC Proposes New Rules Regarding Disclosure of Hedging by Directors, Officers and Employees - On February 9, 2015, the Securities and Exchange Commission (SEC) proposed for comment new corporate disclosure rules...more

SEC Proposes Rules Requiring Hedging Disclosures

On February 9, 2015, pursuant to the mandate in Section 955 of the Dodd-Frank Act, the SEC proposed new rules that, if adopted, would require public companies to disclose in their proxy or information statements relating to...more

Blog: Disclosure of employee litigation in periodic reports: between Scylla and Charybdis?

A recent case from the 7th circuit, Greengrass v. International Monetary Systems, Ltd., No. 13-2901, decided January 12, 2015, may be useful to keep in mind now that it’s 10-K season. ...more

Disclosure of Charging Party's Name in Securities Filing Can Constitute Retaliation Under Title VII

Publically traded companies are required by law to disclose to shareholders pending legal matters that could materially affect their stock price. According to the Seventh Circuit Court of Appeals, an employer’s disclosure of...more

Preparing for the 2015 Proxy Season

Similar to last year, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with...more

SEC’s Champ: Staff to Focus on Alt Fund Risk Disclosures

The Division of Investment Management again has turned its attention to alternative mutual funds, this time ensuring that they adequately disclose risks to retail investors. ...more

Political Spending Disclosures – An Idea So Good That I Think You Should Pay For It

In July 2011, a group of ten law professors filed a rulemaking petition with the Securities and Exchange Commission seeking adoption of a rule requiring disclosure of political spending by publicly traded companies. ...more

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