Regulation S-K

News & Analysis as of

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

UK “Leave” Vote Disclosures–What Now?

In case you missed it, the United Kingdom voted last week to leave the European Union. And while this clearly is a huge global development (if the stock markets, currency exchange rates and headline type sizes are any...more

The Financial Report, Volume 5, Number 12 - June, 2016 (Global)

Discussion and Analysis In our last edition, we discussed a recent SEC enforcement action against a private equity fund advisory firm and its owner, who agreed to pay more than $3 million to settle charges that included...more

Corporate and Financial Weekly Digest - Volume XI, Issue 25

SEC/CORPORATE - SEC Proposes Rules Updating Mining Registrant Disclosure Requirements - On June 16, 2016, the Securities and Exchange Commission proposed rules (Proposed Rules) to modernize the property disclosure...more

SEC Proposes Rules to Update Disclosure Requirements for Mining Registrants

On June 16, 2016, the Securities and Exchange Commission (the SEC) issued a press release proposing rules to modernize disclosures for mining properties (the “Proposed Rules”), currently set forth in Item 102 of Regulation...more

SEC Staff Issues No-Action Relief on Auditor Independence and the “Loan Provision”

The U.S. Securities and Exchange Commission’s Division of Investment Management (the “SEC Staff”) last night issued a no-action letter (the “Relief”) to Fidelity Management and Research Company that provides guidance to...more

Re-evaluating Your Company’s Use and Presentation of Non-GAAP Financial Measures

At a Glance: In May, the Securities and Exchange Commission (the “SEC”) added twelve new Compliance and Disclosure Interpretations (“C&DIs”) on the use of non-GAAP (“Generally Accepted Accounting Principles”) financial...more

SEC Updates Guidance on Non-GAAP Financial Reporting

On May 17, 2016, the Securities and Exchange Commission (SEC) released updated Compliance and Disclosure Interpretations (C&DIs) related to the use of non-GAAP (Generally Accepted Accounting Principles) financial measures in...more

Comment Period Closing July 21 on Possible Expansion of Environmental Sustainability Disclosure Requirements

Comments are due July 21, 2016 on a concept release published on April 22, 2016 by the U.S. Securities and Exchange Commission (“SEC” or the “Commission”) on potential revisions to certain business and financial disclosure...more

Deadline Approaching: SEC Seeks Industry Comments on Business and Financial Disclosure Requirements, Including Environmental and...

On April 22, 2016, the Securities and Exchange Commission (SEC) published a Concept Release seeking public comments on potential revisions to Regulation S-K, the SEC’s principal rules governing disclosure requirements for...more

Regulation S-K Overhaul Moves One Step Closer

As mandated by the JOBS Act, the SEC has been reassessing its disclosure rules in an attempt to modernize and overhaul Regulation S-K. In April, the SEC took the major step of publishing a concept release seeking the public’s...more

The SEC Amends Form 10-K

Yesterday, the SEC issued an interim final rule amending Form 10-K pursuant to section 72001 of the FAST Act. That section required the SEC to allow issuers to include summary sections in their annual reports on Form 10-K as...more

SEC Concept Release Requests Market Comment to Update Regulation S-K

HIGHLIGHTS: - The U.S. Securities and Exchange Commission (SEC) issued a 341 page concept release in April requesting market participants to comment on its proposals to update and modernize Regulation S-K. - The...more

Non-GAAP Financial Disclosures – Redux

Prefaced by public statements of SEC officials about improper use of non-GAAP financial measures, the Staff of the Division of Corporation Finance issued new and revised Compliance & Disclosure Interpretations (“C&DIs”) on...more

Structured Thoughts: News for the financial services community, Volume 7, Issue 6

Structured Notes Offered on an Agency Basis - In our last issue, we discussed the potential impact of the Department of Labor’s new rules on sales of structured products. In that article, we discussed some of the...more

Non-GAAP measures - expecting an SEC crackdown

During the past few months, members of the SEC staff have been foreshadowing a renewed focus on enforcement of reporting of financial metrics and the use of “non-GAAP” financial measures by companies in the capital raising...more

SEC Remains Focused On Non-GAAP Measures; Releases 12 New or Revised C&DIs

On May 17, 2016, the Securities and Exchange Commission’s Division of Corporation Finance issued 12 new or revised Compliance and Disclosure Interpretations on the use and presentation of non-GAAP financial measures. These...more

Applying the New SEC Staff Guidance on Non-GAAP Measures to Your Next Earnings Announcement

On May 17, 2016, the SEC’s Division of Corporation Finance escalated the SEC’s efforts to curb perceived misuse of non-GAAP financial measures with the issuance of a revised set of Compliance and Disclosure Interpretations...more

SEC Issues New C&DIs on the Use of Non-GAAP Financial Measures

On May 17, 2016, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) issued 12 new Compliance & Disclosure Interpretations (C&DIs) regarding the use of non-GAAP financial...more

Corporate and Securities Alert: SEC Releases Additional Guidance Relating to the Use of Non-GAAP Financial Measures

On May 17, the SEC’s Division of Corporation Finance published additional Compliance and Disclosure Interpretations (CDIs) relating to the use of Non-GAAP financial measures in documents filed with or furnished to (for...more

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