Regulation S-K

News & Analysis as of

Blog: Corp Fin Posts New CDIs On Pay-Ratio Disclosure

Corp Fin has just issued several new CDIs regarding pay-ratio disclosure (S-K Item 402(u)). As you probably recall, the pay-ratio provision mandates that the SEC require most public companies to disclose, in a wide range of...more

SEC Continues to Closely Monitor the Use of Non-GAAP Financial Measures

On May 17, 2016, the U.S. Securities and Exchange Commission (SEC) issued new Compliance and Disclosure Interpretations (C&DIs). The C&DIs provide added guidance on the use of non-GAAP financial measures in public disclosures...more

Capital Markets & Public Companies Quarterly: Potential Shift in SEC’s Proxy Access No-Action Policy and Other New Guidance from...

The third quarter of 2016 saw the US Securities and Exchange Commission (SEC) carry forward its momentum from an active second quarter. Recent developments include new SEC Compliance & Disclosure Interpretations (C&DI) and...more

Blog: Establishing Disclosure Controls For Non-GAAP Financial Measures

With the spotlight now on non-GAAP financial measures, companies might find this article in to be particularly useful. The article provides practical guidance to help companies establish effective disclosure controls...more

SEC Seeks Public Input on Subpart 400 of Regulation S-K in Connection with its Disclosure Effectiveness Initiative

At the end of August, the U.S. Securities and Exchange Commission (SEC) issued a release seeking public input on the disclosure requirements found in Subpart 400 of Regulation S-K (Comments Request). Subpart 400 requires...more

Blog: Climate Change Tops The List Of Issues In Comments On Reg S-K Concept Release

According to BNA, at a recent conference, Corp Fin Director Keith Higgins reported that the highest proportions of comments so far received on the Reg S-K Concept Release related to better environmental and social...more

Agenda for October 5 SEC Advisory Committee Meeting

The Securities and Exchange Commission has published the agenda for the October 5 meeting of the Advisory Committee on Small and Emerging Companies. The Advisory Committee plans to discuss and cover Regulation S-K...more

SEC Enforcement Actions for Failure to Report Sales of Unregistered Securities

On two successive days, the SEC brought settled enforcement actions against issuers for failure to report sales of unregistered securities. Under Item 1.01 of Form 8-K, a registrant must disclose its entry into a material...more

SEC Proposes New Rules Requiring Hyperlinks to Exhibits Filed with Registration Statements and SEC Reports

As part of the Securities and Exchange Commission’s Disclosure Effectiveness Initiative – the SEC's comprehensive project to reevaluate disclosure requirements – the SEC recently proposed new rules that would require...more

Updates from the Division of Corporation Finance

During the ABA Business Law Section Annual Meeting, at the Dialogue with the Director of the Division of Corporation Finance, hosted by the Federal Regulation of Securities Committee, Keith Higgins offered a comprehensive...more

SEC Proposes Changes Expanding Eligibility for “Smaller Reporting Companies”

The SEC has proposed changes that would expand the number of registrants that qualify as “smaller reporting companies” under the SEC rules and regulations. Under the proposed definition, the pool of registrants qualifying as...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

SEC Proposes Rule Amendments to Require Issuers to Include Hyperlinks to Exhibits in Filings

On August 31, 2016, the Securities and Exchange Commission (SEC) proposed amendments to its forms and rules that would require issuers that file registration statements and periodic and current reports, which include exhibits...more

Exhibit Hyperlinks are Coming

Last week, the SEC proposed rule amendments that would require companies to include a hyperlink to each exhibit listed in the exhibit index of a registration statement, periodic report or current report. The new rules would...more

SEC Seeks Public Comment on Disclosure Requirements in Subpart 400 of Regulation S-K

On August 25, 2016, the Securities and Exchange Commission (SEC) announced that it is seeking public comment on Subpart 400 of Regulation S-K, which requires certain disclosures about an issuer’s management,...more

Hyperlinks Proposed for SEC Filings

On August 31, 2016 as part of the SEC’s continued Disclosure Effectiveness Initiative, the SEC proposed amendments that would require the inclusion of hyperlinks to exhibits to most registration statements and periodic and...more

Hyperlinking to Exhibits

Earlier this week, as part of the continuing Disclosure Effectiveness initiative, the SEC released a proposed rule for comment that would require registrants that file registration statements and periodic and current reports...more

SEC Seeks Public Comment on Disclosure Requirements Relating to Management, Security Holders and Corporate Governance Matters

On August 25, 2016, the Securities and Exchange Commission requested “public comment on disclosure requirements in Subpart 400 of Regulation S-K, including those relating to management, certain security holders, and corporate...more

Financial Services Weekly News - August 2016 #5

Editor's Note - Investment Advisers Breathe a Sigh of Relief. On Thursday, August 25, the federal district court in New Jersey ruled after a 26-day trial in favor of AXA Equitable Insurance Company and against the...more

New Corporate Governance Principles Include Novel Audit Committee Provision

Recently, a group of prominent corporate executives, including Warren Buffett and Jamie Dimon, as well as investment managers and institutional investors, issued a set of “Commonsense Principles of Corporate Governance.”...more

Blog: SEC Proposes To Require Exhibit Index Hyperlinks

The SEC has just issued a proposal to amend the rules to require that exhibits to registration statements and reports contain hyperlinks to the exhibits in the exhibit index and that these filings all be made in HTML format....more

SEC Proposes Amendments to Require Hyperlinks to Exhibits in Filings

The SEC has proposed rule and form amendments that would require registrants to include a hyperlink to exhibits in their filings. The proposed amendments would require registrants that file registration statements and...more

Say-On-Pay Considerations for Compensation Committees

Now that most public companies have held their 2016 annual meetings, and stockholders have voiced their opinions regarding executive compensation, it is more important now than ever for companies and their compensation...more

SEC Requests Comments on Regulation S-K Relating to Disclosures on Management, Certain Security Holders and Corporate Governance...

On August 25, 2016, the SEC issued a release requesting comments on certain disclosure requirements under Regulation S-K relating to disclosures on management, certain security holders and corporate governance matters...more

SEC Requests Comment on Corporate Governance, Management and Security Holder Matters

The SEC is requesting public comment on certain disclosure requirements in Regulation S-K relating to management, certain security holders, and corporate governance matters contained in Subpart 400. This request is part of...more

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