Publicly-Traded Companies Disclosure Requirements

News & Analysis as of

SEC Staff No Longer Requires “Tandy” Representations in Filing Reviews

The staff of the U.S. Securities and Exchange Commission (SEC) announced on October 5, 2016 that, with immediate effect, it will no longer require companies to include “Tandy” representations in their disclosure filing review...more

"SEC Disclosure Brexit Trends"

Three months after the United Kingdom voted to exit the European Union, the timing and scope of Brexit remain unclear. Until such details are determined with specificity, there is and will continue to be increased economic...more

Investigators Continue to Scrutinize Climate Change Disclosures

Critics Claim “Intimidation” - Earlier this month, on September 14, 2016, feuding parties gathered before the House Committee on Science, Space and Technology to address the legitimacy of subpoenas sent to the New York...more

SEC Proposes to Require Hyperlinks to all Exhibits in Periodic Reports and Registration Statements

On August 31, the SEC issued proposed amendments to Regulation S-K and Regulation S-T that would require public companies and companies filing registration statements to include in the exhibit index to periodic and current...more

New Nasdaq Rule Requires Disclosure of Third Party Compensation of Directors and Nominees

Effective August 1, 2016, companies listed on Nasdaq are subject to a new rule requiring annual disclosure of the material terms of agreements or arrangements between directors or director nominees and third parties that...more

The Delaware Plaintiff’s Bar Mines a New Vein of Liability: Limits on Director Compensation

Compensation committees composed of independent outside directors were created as the check-and-balance guardians against management compensation engorgement. But as the Roman philosopher Cicero famously posed, “Who guards...more

Taking security over publicly traded shares

Taking security over publicly traded shares can be a minefield for an unprepared lender. Lee Federman and Nik Colbridge discuss some key issues to consider. ...more

Russian Legislation Update: 9 May - 17 July 2016

Welcome to the most recent issue of our Russian Legislation Update, covering the period of 9 May - 17 July 2016. In this issue: - Civil relations - Currency Control - Anti-Money Laundering - Banking -...more

SEC Approves Nasdaq Rule Requiring Disclosure of Third-Party Payments to Directors

New Nasdaq Rule 5250(b)(3) is a result of increased activist shareholder efforts to place representatives on public company boards of directors. During the past several years, activist shareholders have sought to nominate...more

SEC Approves NASDAQ “Golden Leash” Rules

Recently, the U.S. Securities and Exchange Commission (the “SEC”) approved NASDAQ’s new Rule 5250(b)(3), which requires NASDAQ-listed companies to publicly disclose any cash or non-cash payments made by third parties to any...more

SEC Approves Nasdaq’s Proposed Rule on Third Party Payments to Directors and Director Nominees – The “Golden Leash” Disclosure

On July 1, 2016, the Securities and Exchange Commission (the “SEC”) approved, on an accelerated basis, proposed amendments to the listing rules of The Nasdaq Stock Market LLC (“Nasdaq”) to require Nasdaq-listed companies to...more

SEC Approves Nasdaq “Golden Leash” Disclosure Rule

On July 1, 2016, the Securities and Exchange Commission approved Nasdaq’s proposal for a “golden leash” disclosure rule (Rule 5250(b)(3)) requiring listed companies to publicly disclose benefits given by investors or other...more

How The Failure To Comply With The Conflict Minerals Law Can Expose Manufacturers To Criminal Penalties

Last year, we provided an overview regarding the requirement that U.S. publicly traded companies disclose their use of “conflict minerals.”  As of 2014, the Government Accounting Office reported that 1,321 companies filed the...more

Yet Another Congressional Proposed Corporate Reform: Proxy Advisory Firms in the Crosshairs.

Over the past six months, U.S. legislators have engaged in an unusual burst of energy to introduce three separate bills regulating various areas affecting U.S. public company corporate governance: - The Cybersecurity...more

SEC Approves NASDAQ’s Proposed Rule on Golden Leash Arrangements

On July 1, 2016, the SEC approved NASDAQ’s proposed Rule 5250(b)(3), as amended by Amendment No. 2 filed on June 30, 2016 (the “Final Rule”), requiring NASDAQ-listed companies to publicly disclose third-party compensation...more

SEC Approves New Nasdaq Rule 5250(b): Disclosure of “Golden Leash” Arrangements

The SEC recently released an order approving new Nasdaq listing standard 5250(b)(3), which will require a public issuer to disclose cash and non-cash remuneration (e.g., health insurance, indemnification) that a third party...more

First Inline XBRL Filing Made with SEC

Lennar Corporation became the first to make a filing using the SEC’s newly permitted Inline XBRL format in this Form 10-Q. The SEC permitted use of the new format in an order dated June 13, 2016. Inline XBRL requires...more

US IPO Guide 2016 Edition

This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more

Typical SEC Comments on Merger Proxy Statements

A review of recent SEC comments on merger proxy statements indicates many of these comments were typical, and some are variations on a theme: Rule 14a-6(a) requires that the form of proxy be on file for ten calendar...more

SEC Proposes New Rules That Would Make Available Scaled Disclosure to More Companies

In Depth - On June 27, 2016, the Securities and Exchange Commission (SEC) proposed amendments to its rules and regulations that would expand the number of companies that qualify as “smaller reporting companies” by...more

Yet Another Congressional Proposed Corporate Reform: Proxy Advisory Firms in the Crosshairs

Over the past six months, U.S. legislators have engaged in an unusual burst of energy to introduce three separate bills regulating various areas affecting U.S. public company corporate governance...more

SEC Adopts Resource Extraction Issuer Disclosure Rule – Changes From the Proposed Rule and Take-aways for Issuers

On June 27, the SEC adopted Rule 13q-1 under the Exchange Act and related amendments to Form SD. Under the Rule, public companies are required to annually report on payments made to foreign governments and the U.S. federal...more

SEC Approves Nasdaq Golden Leash Disclosure Rule

The SEC has approved Nasdaq’s proposed Rule 5250(b)(3) regarding disclosure of so called golden leash arrangements. The Rule requires each listed company to publicly disclose the material terms of all agreements or...more

Examples of Brexit Disclosures in SEC Filings

As Broc Romanek noted on the, a number of SEC filings discussing Brexit have been made. I have noted some of the disclosures below, focusing on those that have been made since the vote result was...more

Reducing the regulatory burden Changes to companies' statutory registers and filing requirements

On 30 June 2016, changes will be made to companies' record keeping and filing requirements which are aimed at reducing the regulatory burden. These include... Please see full Publication below for more information....more

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