Regulation S-K

News & Analysis as of

What’s Next for COSO’s New Framework?

By now, most companies have begun to transition from The Committee of Sponsoring Organizations of the Treadway Commission (COSO) 1992 Internal Control—Integrated Framework to the updated COSO 2013 framework. In fact, many...more

Disclosure Effectiveness–Getting a Jump on the SEC’s New Initiative

As mandated by the JOBS Act, the SEC is in the midst of a major reassessment of its disclosure rules and practices. For example, in December 2013, the Division of Corporation Finance released its “Report on Review of...more

MD&A Rules Do Not Create Rule 10b-5 Disclosure Obligation

The Ninth Circuit recently examined whether Item 303 of Regulation of S-K, which sets forth the MD&A rules, creates an affirmative duty of disclosure on which to pin a Rule 10b-5 case. The case centered around a significant...more

SEC Staff To Issue Guidance Related To New Revenue Recognition Standard

With 700 pages of new rules released regarding FASB’s new revenue recognition standard, it’s no wonder that companies have a lot of questions about the rules. (For more on the standard, see this post .) According to this...more

10th Circuit Relies On Earnings Release and Compliance with Regulation S-K to Reject Claim of Material Omissions in Public...

In United Food and Commercial Workers Union Local 880 Pension Fund v. Chesapeake Energy Corporation, the U.S. Court of Appeals for the Tenth Circuit affirmed a lower court’s dismissal of the complaint on a motion for summary...more

Securities and Governance Update

In December 2013, the staff of the SEC’s Division of Corporation Finance (Corp Fin) issued its report on the Review of Disclosure Requirements in Regulation S-K (the S-K Study). As we noted in a previous publication, though...more

An Epic Question: Is This Pay Ratio Too Large, Too Small or Just Right?

California’s corporate tax rate is currently 8.84%. According to the California Taxpayer’s Association, only nine states (Alaska, Connecticut, Illinois, Iowa, Maine, Minnesota, New Jersey, Pennsylvania and Rhode Island) have...more

Disclosure Overload and “Cutting the Clutter”

In various speeches recently, SEC representatives have addressed the need for disclosure reform following the December 2013 release of the JOBS Act-mandated Regulation S-K study. The disclosure review will begin by...more

SEC Director of Corporation Finance Discusses Disclosure Effectiveness

On April 11, 2014, Keith F. Higgins, Director of the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance, gave a speech before the ABA Business Law Section discussing the new Disclosure Project...more

JOBS Act 2.0?

Having just marked the second anniversary of the JOBS Act, it seems that more regulatory change may be under consideration. We previously reported on various bills that were introduced in the House of Representatives to...more

Securities Update - March 2014

In December 2013, the Staff of the Securities and Exchange Commission’s Division of Corporation Finance issued to Congress its “Report on Review of Disclosure Requirements in Regulation S-K” (the S-K Study) that originally...more

Another Modest Proposal – Risk Factors

This week, Broc Romanek launched CorporateAffairs.tv. No, it’s not a live video feed of boardroom dalliances. One of Broc’s first videos, Dramatic Risk Factors: We Face Competition (Vol. 1), inspired me to write about an...more

Proxy Statement Enterprise Risk Management Disclosure – A Missed Opportunity

Buried at the end of the SEC’s multi-page corporate governance disclosure rule (Regulation S-K, Item 407(h)), is the requirement to: “disclose the extent of the board’s role in…risk oversight, such as how the board...more

Corporate Communicator - Winter 2014

2014 ANNUAL MEETING SEASON - Dear clients and friends, We present to you our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy...more

Dodd-Frank Essentials: Executive Compensation Requirements And Disclosures

Several provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act have brought compensation of financial institution executives into the public eye. Although disclosure of executive and director compensation...more

SEC Releases Disclosure Study

Today the SEC released the study that was required by Title I of the JOBS Act on Regulation S-K requirements. It is available here...more

More on the SEC’s Regulation S-K Study

The SEC Staff’s recently released Report on Review of Disclosure Requirements in Regulation S-K, which was required by Section 108 of the JOBS Act, provides a starting point for revisiting broader issues regarding SEC...more

Plato, Aristotle And Codes Of Conduct

It was once observed that all western philosophy is but a mere footnote to the works of Plato. However others believe that his student Aristotle merits equal standing....more

Codes of Ethics: SEC Requirements

Your good client Socrates is on the line. Socrates — who gave up a promising career in philosophy to take up professional soccer — has an ethics question for you. No, he is not asking you to explain Stoicism, Epicureanism or...more

Deadline Looming for Comments on SEC Proposed Rules on CEO Pay Ratio Disclosure

The Securities and Exchange Commission (SEC) recently released its proposed rules to amend Item 402 of Regulation S-K to implement the pay ratio disclosure requirement in accordance with Section 953(b) of the Dodd-Frank Wall...more

SEC proposes rules to disclose pay ratios

On Sept. 18, the SEC at long last proposed an “amendment” to Regulation SK to institute pay ratio disclosures mandated in Section 953(b) of the Dodd-Frank Act. A 60-day public comment period expires in November. As...more

JOBS Act Implementation

On October 30, 2013, the Director of the SEC’s Division of Corporation Finance, Keith Higgins, testified at the Senate hearings on JOBS Act implementation. ...more

Reconsidering Disclosure: Will the SEC Shake Up the System?

Summary: Directors and officers bear potential liability for their company’s failure to comply with disclosure requirements. These required disclosures have become more and more complex – to the point where they are almost...more

SEC Proposes "Pay Ratio" Disclosure Rates

On September 18, 2013, the Securities and Exchange Commission (SEC) issued a new rule proposal that would, if approved, require each affected public company to disclose the ratio of the median total annual compensation among...more

Meaningful Disclosures

Today, SEC Chair White commented on possible future changes to disclosure requirements for SEC reporting companies. Chair White noted the need to revisit disclosure requirements in order to ensure that investors receive...more

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