News & Analysis as of

Regulation S-K

SEC Issues Pay Ratio Guidance

by Shearman & Sterling LLP on

With the first required pay ratio disclosures only a few months away, the Commission, on September 21, 2017, issued an interpretative release intended to assist registrants in their compliance efforts. The guidance in the...more

Corporate and Financial Weekly Digest - Volume XII, Issue 36

SEC/CORPORATE - Implementation of Pay Ratio Disclosure Requirement Not Expected to Be Delayed - On September 15, at the ABA Business Law Section Annual Meeting, the Securities and Exchange Commission (SEC) Division of...more

SEC Provides Additional Pay Ratio Interpretive Guidance

by Ropes & Gray LLP on

The Securities and Exchange Commission (SEC) yesterday issued interpretive guidance on the CEO pay ratio rule. Separately, the SEC’s Division of Corporation Finance issued guidance on calculation of the pay ratio. These moves...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

There’s No Dressing This Up – Item 303(a)(1) Of Regulation S-K Is Unreasonable

by Allen Matkins on

In less than a month, the United States Supreme Court will hear oral argument in Leidos, Inc. v. Indiana Public Retirement System (Docket No. 16-581). The question presented in Leidos is...more

Upcoming Supreme Court Cases Worth Noting by Institutional Investors

The U.S. Supreme Court‘s 2017 term begins October 2nd and we will be tracking at least three cases relevant to institutional investors: •Cyan, Inc. v. Beaver County Employees Retirement Fund •Digital Realty Trust v....more

Are Limited Liability Companies “Persons”?

by Allen Matkins on

Limited liability companies did not exist when Congress enacted the Securities Act of 1933 and the Securities Exchange Act of 1934. Therefore, it should be no surprise that as originally enacted, these acts did not mention...more

SEC Hyperlink Rules Are Live

Effective September 1, 2017, the Securities and Exchange Commission’s (SEC) recently adopted rules require most companies that file public reports to include active hyperlinks to each exhibit listed in the exhibit index, as...more

“Lead Independent Director” Or “Presiding Director”?

by Allen Matkins on

Neither California nor Nevada require that a corporation have either a “lead independent director” or “presiding director” and yet many corporations state that they have such a position. Why?...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

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

Reminder: Exhibit Hyperlinks and HTML Format Required Starting on September 1, 2017

As a reminder, the SEC’s new requirements for exhibit hyperlinks and the submission of all filings (subject to the exhibit filing requirement) in HTML format will be applicable to filings made on or after September 1, 2017....more

Beginning September 1, SEC Requires Hyperlinking of Exhibits

by Stinson Leonard Street on

The U.S. Securities and Exchange Commission (SEC) has adopted rules which will require public companies to include a hyperlink to each exhibit identified in an exhibit index in certain SEC filings, subject to limited...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

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

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

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 Updates Regulatory Flex Agenda, Tables Dodd-Frank Rules on Executive Compensation Disclosure

by Dorsey & Whitney LLP on

The SEC’s semi-annual update of its rulemaking docket was released on July 20. Overall, the SEC has cut its rulemaking agenda by about half under the Trump administration. A number of long-anticipated Dodd-Frank...more

SEC Chair Addresses Capital Formation

In a speech earlier today, July 12, 2017, Securities and Exchange Commission Chair Clayton discussed the Commission’s guiding principles. In his comments relating to disclosure requirements, Chair Clayton noted that “the...more

Blog: Adding Hyperlinks to Exhibits

by Cooley LLP on

Beginning September 1, 2017, registration statements and periodic and current reports that are subject to the Reg S-K Item 601 exhibit requirements (or filings on Forms F-10 or 20-F) will be required to include, in the...more

What’s Happening with Pay Ratio Disclosures?

Well, we’re more than half-way through the year, Independence Day has come and gone, the 2018 proxy season is closer than it used to be, and we still don’t know whether pay ratio disclosures will go away. A brief...more

SEC Commissioner Addresses Prospects for CEO Pay Ratio

by Dorsey & Whitney LLP on

This week, during his opening remarks at the 2017 National Conference of the Society for Corporate Governance, SEC Commissioner Michael Piwowar remarked on prospects for repealing or delaying the CEO pay ratio rule. Under...more

Even If Enacted, The Choice Act May Not Repeal The SEC’s Pay Ratio Rule

by Allen Matkins on

While prognosticators continue to place odds on whether the Financial CHOICE Act of 2017, H.R. 10, will be enacted, many commentators are claiming that it will “repeal” the Securities and Exchange Commission’s pay ratio rule....more

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