News & Analysis as of

Publicly-Traded Companies Securities & Exchange Commission

Equifax Data Breach Highlights SEC Disclosure Obligations for Public Companies in the Wake of Cybersecurity Attacks

On September 7, 2017, Equifax, one of the country’s three primary credit reporting bureaus, announced it had suffered a major cybersecurity breach that could potentially affect half of the U.S. population. According to the...more

Pay Ratio Compliance is Around the Corner; Is Your Company Ready?

For two years, the pay ratio rule has loomed in the distance with uncertainty regarding its fate. On September 15, 2017, in remarks made at the ABA’s Business Law Section Annual Meeting, William Hinman, Director of the...more

Looking Ahead to the 2018 Proxy Season: Preparing for CEO Pay Ratio Rules Disclosure Requirements

by Proskauer - Tax Talks on

As part of the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in July 2010, Congress directed the Securities and Exchange Commission (SEC) to adopt pay ratio disclosure requiring public companies to...more

Filed v. Furnished, What’s the Difference?

by Sullivan & Worcester on

When disclosing information in a filing with the SEC, it is important to know whether such disclosure and any related exhibits should be "filed" or "furnished". To non-lawyers, this may seem like semantics or another...more

CEO Pay Ratio Rule Will Not Be Delayed

by Dorsey & Whitney LLP on

At last Friday’s ABA annual meeting, Bill Hinman (with the standard disclaimer that he is speaking for himself and not on behalf of the SEC) confirmed that the SEC will not be delaying implementation of the CEO pay ratio...more

Proposed Changes Would Further Modify NYSE Rules on Public Company Announcements

On August 29, 2017, the Securities and Exchange Commission (SEC) published a New York Stock Exchange (NYSE) proposal that would bar companies from issuing material news at the end of the trading day until after designated...more

A to-do list for the fourth quarter – three key topics for public companies, plus action items

by DLA Piper on

As summer winds down, we want to highlight three topics public companies need to keep in mind as they head into fall. The first relates to certain amendments adopted by the SEC that require hyperlinks to exhibits in exhibit...more

An Exhibit Hyperlink Reminder

This past spring, the SEC issued final rules designed to make it easier to access and retrieve exhibits to company filings through the use of hyperlinks. For most companies, this new requirement becomes effective for filings...more

SEC Rules Requiring Exhibit Hyperlinks to Take Effect

The Securities and Exchange Commission’s (SEC) new rules requiring hyperlinked exhibits in SEC filings will be effective for most public companies on September 1, 2017....more

Reminder: Hyperlink your Exhibits Starting September 1!

by Benesch on

“For any person using the internet, it is nearly unthinkable for a web page to indicate that more information is available and not to include a hyperlink to such information.” While it seems unthinkable to today’s internet...more

SEC fees to increase on October 1st

by Sullivan & Worcester on

Yesterday, the SEC announced that in fiscal year 2018 the fees that public companies and other issuers pay to register their securities with the Commission will be set at $124.50 per million dollars...more

The SEC Approves More Amendments to NYSE’s Notice Requirements

Back in September 2015, the New York Stock Exchange amended the NYSE Listed Company Manual to: ..expand the pre-market hours during which NYSE-listed companies must provide prior notice of material news, ..expand the...more

Get Ready for Mandatory SEC Exhibit Hyperlinks Beginning September 1

by Perkins Coie on

The Securities and Exchange Commission’s final rules requiring hyperlinking of exhibits to SEC filings will be effective for most public companies on September 1, 2017. This update summarizes the final rules, answers the top...more

NYSE Rule Change Requires Ten Minutes Advance Notice of Public Announcement of Dividends or Stock Distributions

by Dorsey & Whitney LLP on

On August 14, 2017, the SEC approved an NYSE rule change that requires listed companies to give notice to the NYSE at least 10 minutes before any public announcement of dividends or stock distributions, even if such...more

Reminder: SEC Requires Hyperlinks to Exhibits in Certain Filings Made On or After September 1, 2017

On March 1, 2017, the Securities and Exchange Commission (the SEC) approved rule changes that are designed to facilitate easier and more efficient access to documents that are listed as exhibits to certain SEC filings. For...more

Brace for 2018: The SEC’s Pay Ratio Rule

The SEC’s Pay Ratio Disclosure Rule is unlikely to be repealed — public companies should plan to comply. Takeaways - •The Financial CHOICE Act, which aims to repeal the CEO pay ratio disclosure rule, is unlikely to...more

September 1 effective date for exhibit hyperlinks in SEC filings fast approaching

by Hogan Lovells on

Beginning September 1, public companies will need to comply with SEC rule amendments requiring that reports and registration statements filed on or after that date...more

FCPA Investigations – Competitors Dropping the Dime

by Bryan Cave on

We often are asked how the U.S. government finds out about potential Foreign Corrupt Practices Act (FCPA) violations. Internal company whistleblowers are perhaps the main source....more

SEC Chairman Clayton Outlines Priorities, Signals Focus on Disclosure Requirements

by WilmerHale on

In remarks at the New York Economic Club on July 12, Securities and Exchange Commission Chairman Jay Clayton set forth what he considers the guiding principles for his tenure at the agency. In particular, Mr. Clayton stressed...more

SEC Commissioner Supports Mandatory Shareholder Arbitration

Reuters is reporting that SEC Commissioner Michael Piwowar urged IPO companies to request relief from the SEC to include mandatory arbitration provisions for shareholder disputes. Commissioner Piwowar apparently made the...more

Public Company Summer/Fall To-Do List: 5 Steps Toward CEO Pay Ratio Disclosure

by Latham & Watkins LLP on

US public companies should be preparing now to disclose their CEO pay ratios in 2018. For the 2018 proxy season, most public companies will be required to disclose the pay ratio between their CEO and the median compensated...more

NASDAQ Proposes Revisions to Shareholder Approval Rules

by Dechert LLP on

Nasdaq, Inc. recently requested comments regarding possible updates to its “20% voting rule.” That rule, adopted in 1990, requires Nasdaq listed companies to obtain shareholder approval when issuing 20% or more of its stock...more

U.S. Public Companies: Calculating Your Public Float – What You Need to Know

If you are a year-end U.S. public company, your second fiscal quarter has recently come to an end, which means that it’s time to calculate your public float to see if your reporting status has changed. Here are a few things...more

Reminder on CEO Pay Ratio Disclosure for 2018

by Ropes & Gray LLP on

Beginning in 2018, most public companies will be required to include CEO pay ratio disclosure in their proxy statements. Despite efforts to repeal, delay or limit the implementation of the SEC’s pay ratio rule, it appears...more

New SEC Chair Announces Guiding Principles

In remarks before the Economic Club of New York, new SEC Chairman Jay Clayton discussed eight guiding principles: Principle #1: The SEC’s mission is our touchstone. Investors and capital markets will suffer if the SEC...more

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