Regulation S-K

News & Analysis as of

SEC Proposes Amendments to Update and Simplify Disclosure Requirements as Part of Overall Disclosure Effectiveness Review

On July 13, 2016, the Securities and Exchange Commission proposed amendments to various disclosure provisions in order to eliminate duplicative provisions and modernize the relevant requirements.   After the proposed...more

An Analysis of Nasdaq’s “Golden Leash” Disclosure Rule

On July 1, 2016, the Securities and Exchange Commission (SEC) approved, on an accelerated basis, Nasdaq’s new Rule 5250(b)(3), which requires Nasdaq-listed U.S. companies to publicly disclose any arrangements or agreements...more

Blog: More On The SEC’s Disclosure Update And Simplification Proposing Release

In her statement at the SEC open meeting to vote on issuing the “Disclosure Update and Simplification Proposing Release,” SEC Commissioner Kara Stein protested that “this proposal may be framed in such a hyper-technical way...more

Chipping away at disclosure overload

Yesterday, the SEC proposed amendments to eliminate redundant, overlapping, outdated, or superseded provisions, in light of subsequent changes to SEC disclosure requirements, U.S. GAAP, IFRS and technology. The SEC also...more

SEC Proposes Streamlining Disclosure Requirements - Proposal Contains Mostly Technical Changes with Limited Impact on the...

In a 318-page release published on July 13, 2016, the SEC is proposing a number of technical amendments to disclosure requirements for SEC filers that it believes have become outdated or are identical or similar to...more

Blog: SEC Votes To Propose Rule Amendments To Eliminate Outdated Or Redundant Provisions

At an open meeting today, the SEC voted to take an interim step in its disclosure effectiveness project, proposing amendments “to eliminate redundant, overlapping, outdated, or superseded provisions,” in light of subsequent...more

Capital Markets & Public Companies Quarterly: Catching up on the SEC's Active Second Quarter

In Depth - New SEC C&DIs Regarding Non-GAAP Financial Measures - On May 17, 2016, the SEC issued several new Compliance & Disclosure Interpretations (C&DIs) and modified existing C&DIs to provide additional...more

Sustainability Reporting Gains Momentum

A couple of years ago I suggested that companies should consider adding new, or enhancing their existing, sustainability disclosures. The trend toward sustainability (frequently known as “ESG” for environmental, social and...more

SEC Proposes Amendments to Smaller Reporting Company Definition

On June 27, 2016, the Securities and Exchange Commission proposed amendments to the “smaller reporting company” (“SRC”) definition, substantially increasing the relevant financial thresholds and thus expanding eligibility for...more

Massachusetts Attorney General Joins Multi-State Coalition Investigating Climate Change Disclosures

Massachusetts State Attorney General Maura Healey has joined a coalition of attorneys general from 15 other states and the Virgin Islands—the “AGs United for Clean Power” coalition—who, according to Attorney General Healey,...more

Proposed SEC Rules Modernize Mining Disclosures Using Canadian Rules as the Gold Standard

On June 16, 2016, the U.S. Securities and Exchange Commission proposed a set of comprehensive mining disclosure rules with the stated intent of “aligning such rules with current industry and global regulatory practices and...more

SEC Staff Issues Revised Non-GAAP Financial Measures Interpretive Guidance

On May 17, 2016, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “SEC Staff”) revised existing interpretive guidance contained in its Compliance and Disclosure Interpretations relating...more

Understanding the SEC’s Proposed New Mining Disclosure Rules: Questions and Answers

On June 16, 2016, the SEC proposed a major overhaul of the disclosure requirements for companies that are engaged in material mining operations, including royalty companies. The proposed rules would replace the SEC’s...more

Blog: Corp Fin Chief Accountant sheds more light on non-GAAP CDIs

In a webcast yesterday, “Non-GAAP Disclosures: The SEC Speaks,” sponsored by thecorporatecounsel.net, Corp Fin Chief Accountant Mark Kronforst, speaking for himself and not the SEC, shed more light on the recent guidance from...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

SEC Proposes New Rules That Would Increase the Financial Thresholds for Qualification as a Smaller Reporting Company

On June 27, 2016, the U.S. Securities and Exchange Commission (SEC) issued proposed rules that would significantly increase the current public float and revenue thresholds that registrants must meet in order to qualify as a...more

Blog: SEC Chair White Discusses Potential SEC Coming Attractions: Sustainability Reporting

In a speech last week to the International Corporate Governance Network Annual Conference, the last agenda item discussed by SEC Chair Mary Jo White was the current state of sustainability reporting. The bottom line: the...more

Blog: SEC Chair White Discusses SEC Coming Attraction: Board Diversity

In a speech last week to the International Corporate Governance Network Annual Conference, SEC Chair Mary Jo White announced that the Corp Fin staff is preparing a proposal to amend the current rule requiring board diversity...more

SEC Proposes Welcome Expansion of “Smaller Reporting Company” Definition

To the delight of many who have been lobbying the Securities and Exchange Commission (the “SEC”) over recent years to increase the pool of public companies that can qualify for the scaled disclosure requirements available to...more

SEC Disclosure Initiative Encounters Resistance on Capitol Hill

Since 2013, the Securities and Exchange Commission, under the direction of Chair Mary Jo White, has undertaken a “Disclosure Effectiveness Initiative” aimed at improving the content and presentation of disclosures by...more

SEC Proposes Changes to Smaller Reporting Company Definition

On June 27, 2016, the SEC Staff proposed changes to the definition of “smaller reporting company” to expand the number of registrants that would qualify as smaller reporting companies (SRC). The term “smaller reporting...more

SEC Proposes Rules to Modernize Property Disclosures for Mining Registrants

On June 16, 2016, the Securities and Exchange Commission (“SEC”) announced that it had proposed rules to update the disclosure requirements for mining properties. The proposed revisions are meant to align disclosure...more

Blog: SEC Proposes To Allow More Companies To Qualify As Smaller Reporting Companies

Without holding an open meeting, the SEC has proposed changes to the definition of a “smaller reporting company” that would raise the financial cap from “less than $75 million” in public float to “less than $250 million,”...more

Key Milestone towards the Standardisation of Mineral Reserve and Resource Reporting

The US Securities and Exchange Commission (the "SEC") has proposed to modernise its rules for mineral property disclosure and more closely align them with international regulatory standards and practices. The SEC has...more

SEC Proposes Increasing Threshold to Qualify as a Smaller Reporting Company

The SEC has proposed amendments that would increase the financial thresholds in the “smaller reporting company” definition. The proposal to update the definition would expand the number of companies that qualify as smaller...more

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