Publicly-Traded Companies Disclosure Requirements

News & Analysis as of

Blog: SEC To Adopt Pay-Ratio Rules Without Broad Exclusions, Reports WSJ

The SEC may adopt final pay-ratio rules, mandated by Dodd-Frank, possibly as early as next week. More significantly, according to the WSJ, the final rules will be adopted “without broad exclusions sought by companies.”...more

The Claws Are Out – SEC Proposes Clawback Regulations Under Dodd-Frank

Five years after the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), the U.S. Securities and Exchange Commission (“SEC”) has issued the last of its proposed rules to implement the...more

DC Circuit Upholds Federal Ban on Campaign Contributions - What's Next for Politically Active Government Contractors?

A unanimous federal appeals court in Washington, DC has upheld a long-standing ban on federal campaign contributions by government contractors. ...more

SEC Seeks Comment on Possible Enhancement of Audit Committee Disclosures

On July 1, the Securities and Exchange Commission published a concept release to seek public comment regarding the potential enhancement of audit committee disclosure requirements, particularly as such disclosure relates to...more

Are Public Companies Required to Disclose that the Government is Investigating Them?

For many public companies, the first issue they have to confront after they receive a government subpoena or Civil Investigative Demand (“CID”) is whether to disclose publicly that they are under investigation. Curiously, the...more

The SEC Considers Updating Audit Committee Disclosures

The SEC recently published a concept release seeking comment on the need for new audit committee disclosures. This follows on the heels of recent PCAOB pronouncements and proposals regarding audit engagement partner...more

SEC Proposed Rule 10D-1 Regarding Clawback Policies

The Securities and Exchange Commission (SEC) recently proposed rules requiring national securities exchanges such as the New York Stock Exchange and NASDAQ to establish listing standards requiring publicly traded companies to...more

SEC Proposes Controversial Rule Requiring Companies to Adopt No-Fault Clawback Policies

Recently, the U.S. Securities and Exchange Commission (SEC or the Commission) proposed a controversial new rule under the Dodd-Frank Act that instructs companies to establish policies that require “executive officers” to...more

SEC Proposes New Compensation Clawback Rules

On July 1, 2015, the U.S. Securities and Exchange Commission (SEC) proposed new rules pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which, if adopted, would require national...more

Introduction of New Corporate Governance Code

On June 1, 2015, a new Corporate Governance Code (Code) came into effect for companies listed on the Tokyo Stock Exchange (TSE). The Code is part of the Japanese government’s efforts to reform certain long-standing corporate...more

SEC Proposes New Clawback Rules

Last Wednesday, the Securities and Exchange Commission (SEC) proposed new Rule 10D-1 to require public companies to adopt and enforce clawback policies to recoup incentive-based compensation paid to current and former...more

Annual Review of Federal Securities Regulation - The Business Lawyer, Vol. 70, Iss. 3

This Annual Review (“Review”) was prepared by the Subcommittee on Annual Review of the Committee on Federal Regulation of Securities of the ABA Business Law Section. The Review covers significant developments in federal...more

SEC Proposes Pay-for-Performance Disclosure Rules

On April 29, 2015, the Securities and Exchange Commission (SEC) proposed a new rule under the Dodd-Frank Wall Street Reform and Consumer Protection Act that would require public companies to disclose the relationship between...more

SEC Releases Agenda For Upcoming Advisory Committee Meeting

On May 28, the SEC released the agenda for its upcoming Advisory Committee on Small and Emerging Companies meeting, which is scheduled to occur on June 3. The meeting will focus on public company disclosure effectiveness,...more

Pay For Performance Table and Best Proxy Disclosure

The SEC recently released its proposed "pay for performance" rules under one of the last remaining executive compensation requirements mandated by the Dodd-Frank Act. This new "pay for performance" rule requires companies1 to...more

SEC Proposes Pay Versus Performance Disclosure Rules

A divided Securities and Exchange Commission proposed rules on April 29, 2015 that would require U.S. public companies to disclose the relationship between executive compensation “actually paid” and the financial performance...more

SEC Proposed Hedging Transaction Disclosure Rules

Much attention has been given to recent U.S. Securities and Exchange Commission (SEC) proposed rulemaking under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd Frank Act) that would require disclosure of...more

SEC Proposes “Pay-Versus-Performance” Rules

On April 29, 2015, the SEC issued its long-awaited “pay-versus-performance” rule proposal. The rules would add a new paragraph (v) to Item 402 of Regulation S-K. In short, the proposed rules would require a new table...more

SEC Proposes New Pay versus Performance Disclosure Rules

On April 29, 2015, the United States Securities and Exchange Commission (SEC) voted three-to-two to propose new rules that would prescribe new mandatory Pay versus Performance disclosure. The new disclosure would include...more

SEC Charges Directors, Officers and Major Investors for Failing to Update Disclosures Prior to Announcements of Going Private...

On March 13, 2015, the U.S. Securities and Exchange Commission announced settlement proceedings against officers, directors, and major shareholders of several companies that were recently taken private for failing to update...more

Show me the money! – New rules on disclosing invoice payment practices

The Government has confirmed it intends to require large publicly-traded companies to publish extensive details on their practices and policies for paying invoices....more

Another Mandate for Manufacturers/Distributors: Conflict Minerals Disclosure

In 2010, the U.S. Congress passed a law called the “Dodd-Frank Wall Street Reform and Consumer Protection Action of 2010 (the Dodd-Frank Act).”  The Dodd-Frank Act is generally known as the legislative response to the...more

Dechert Survey of Securities Fraud Class Actions Brought Against U.S. Life Sciences Companies

Publicly Traded Life Sciences Companies in the United States Are an Increasingly Popular Target of Securities Fraud Class Action Lawsuits - The past year was particularly noteworthy with respect to the relative number...more

ASX Releases Consultation Paper On Continuous Disclosure Updates

On 6 March 2015, the ASX published its Consultation Paper in relation to its proposed changes to Guidance Note 8 relating to continuous disclosure. ASX intends to make changes to its guidance relating to analyst and investor...more

User-Friendly 10-Ks–The Next Step in Shareholder Engagement

Much has been written about the dramatic increase in shareholder engagement from both sides of the relationship. For example, financial and governance roadshows have become mainstream not only among large-cap companies, but...more

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