News & Analysis as of

Regulation S-K

Debt Dialogue: April 2017 - Anti-Fraud Liability for a Violation of Duty to Disclose Trends Heads to the Supreme Court

Item 303 of Regulation S-K requires issuers to disclose in their annual reports on Form 10-K and quarterly reports on Form 10-Q “known trends or uncertainties that have had or that the registrant reasonably expects will have...more

SCOTUS to Hear Another Securities Case

by Burr & Forman on

On April 18, the SCOTUS heard oral argument in Kokesh v. Securities and Exchange Commission, an action concerning whether the five year statute of limitations of 28 U.S.C Section 2462 applies to disgorgement. This was the...more

Supreme Court to Consider Fundamental Issues in Omissions-Based Fraud Cases

The Supreme Court recently agreed to review a case which has split the circuit courts and has potentially huge implications for disclosure liabilities of public companies. The case, Leidos Inc. v Indiana Retirement System,...more

The Supreme Court Agrees to Decide Whether a Failure to Disclose Known Trends and Uncertainties Under Item 303 of SEC Regulation...

by Alston & Bird on

On March 27, 2017, the U.S. Supreme Court granted a petition for writ of certiorari in Leidos v. Indiana Public Retirement System, et al., No. 16-581, and agreed to review the Second Circuit’s decision that Item 303 of SEC...more

Supreme Court to Resolve Whether Failure to Disclose under Item 303 of SEC Regulation S-K Gives Rise to Securities Fraud Claims

by Carlton Fields on

On March 27, 2017, the Supreme Court granted certiorari in the case of Leidos Inc., f/k/a SAIC Inc. v. Indiana Public Retirement System, a securities fraud class action. The case will resolve a circuit split over whether a...more

SEC to Require Hyperlinks to Exhibits in Registration Statements and Exchange Act Reports

by Baker Donelson on

The Securities and Exchange Commission (SEC) has adopted amendments to its rules and certain forms that will require registrants to include an active hyperlink to each filed exhibit as identified in the exhibit index of a...more

Blog: SEC Adopts JOBS Act Inflation Adjustments And Other Technical Changes

by Cooley LLP on

The SEC has adopted a number of inflation-related adjustments under the JOBS Act, including an adjustment to the revenue cap in the definition of “emerging growth company,” as well as adjustments to the dollar amounts in Reg...more

U.S. Supreme Court To Consider Registrant's Liability For Non-Disclosure Under Item 303 Of Regulation S-K

by Shearman & Sterling LLP on

On March 27, 2017, the United States Supreme Court granted a petition for a writ of certiorari to resolve a circuit split on whether corporate issuers’ disclosure obligation under Item 303 of S.E.C. Regulation S-K can be an...more

JOBS Act Related Technical Amendments

The Securities and Exchange Commission (the “SEC”) adopted technical amendments to conform several rules and forms to amendments made to the Securities Act of 1933 (“Securities Act”) and the Securities Exchange Act of 1934...more

US Supreme Court to Consider Registrant’s Liability for Non-Disclosure Under Item 303 of Regulation S-K

by Shearman & Sterling LLP on

On March 27, 2017, the United States Supreme Court granted a petition for a writ of certiorari to resolve a circuit split on whether corporate issuers’ disclosure obligation under Item 303 of SEC Regulation S-K can be an...more

U.S. Supreme Court Agrees To Hear Securities Fraud Omissions Case

by Dorsey & Whitney LLP on

The U.S. Supreme Court will resolve a critical question governing the scope of liability in securities fraud cases which has split the circuit courts to date. The case, Leidos Inc. v. Indiana Public Retirement System, No....more

SEC Requires Public Companies to Hyperlink Exhibits Beginning September 1, 2017

Public companies will soon be required to include an active hyperlink to each exhibit to all registration statements filed under the Securities Act of 1933, as amended, and all periodic and current reports filed under the...more

Supreme Court Agrees To Hear Securities Case

by Dorsey & Whitney LLP on

The Supreme Court agreed to hear another securities case this week. Leidos, Inc. v. Indiana Public Retirement System, No. 16-581. The only other securities action currently on the High Court’s docket is Kokesh v. Securities...more

One-Click Fix: SEC Amends Rules to Require Hyperlinks for Exhibits

by Locke Lord LLP on

On March 1, 2017, the Securities and Exchange Commission (the “SEC”) adopted rule and form amendments (the “Amendments”) requiring registrants that file certain registration statements and periodic and current reports subject...more

SEC Proposes Inline XBRL Filing of Tagged Data

On March 1, 2017, the Securities and Exchange Commission (SEC) published for comment a proposed rule requiring the use of the Inline eXtensible Business Reporting Language (XBRL) format for the submission of operating company...more

"Key Takeaways: Corporate Governance Series — Key Trends in Executive Compensation, Employment Law and Compensation Committee...

On February 28, 2017, Skadden hosted a webinar titled “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” The Skadden panelists were labor and employment law partner David Schwartz,...more

"SEC Adopts Rules Requiring Hyperlinks to Exhibits"

On March 1, 2017, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring issuers to include hyperlinks to exhibits listed in the exhibit index. The rules apply to most registration statements and...more

SEC Adopts Rule Requiring Hyperlinks to Exhibits and HTML Formatting

On March 1, 2017, the Securities and Exchange Commission (“SEC”) announced the adoption of amendments that will require registrants that file certain registration statements and reports subject to the exhibit requirements of...more

Junior Associates Rejoice: SEC Adopts Rule and Form Amendments to Require Registrants to Hyperlink Exhibits Listed in Filings and...

One of the typical activities for junior associates in performing due diligence for M&A and securities transactions involving public companies is going through the “exhibit list” filed by the public company on its recent...more

Corporate and Financial Weekly Digest - Volume XII, Issue 9

ISS Updates Frequently Asked Questions for US Proxy Voting Policies and Procedures for 2017 - Proxy advisory firm Institutional Shareholder Services (ISS) recently updated its frequently asked questions (FAQs) for US...more

A Link to the Past (and Present) - The SEC Adopts Rules Requiring Registrants to Include Hyperlinks to Exhibits in Registration...

by Foley & Lardner LLP on

On March 1, 2017, the U.S. Securities and Exchange Commission (SEC) adopted final rules that will require registrants that file registration statements or reports subject to the exhibit requirements under Item 601 of...more

SEC Adopts Rules Requiring Registrants to Include Hyperlinks to Exhibits

by Alston & Bird on

On March 1, 2017, the Securities and Exchange Commission (SEC) adopted rule and form amendments that will require issuers that file registration statements or reports subject to Item 601 of Regulation S-K, or foreign private...more

New SEC Rules Require Hyperlinks to Exhibits in Company Filings

by Bryan Cave on

On March 1, 2017, the SEC adopted final rules requiring companies to begin including hyperlinks to each document listed in exhibit indices to registration statements and reports filed with the Commission. The new requirement...more

Frequently Asked Questions About the SEC's New Rules Requiring Hyperlinked Exhibits in Exchange Act and Securities Act Filings

by Bracewell LLP on

On March 1, 2017, the Securities and Exchange Commission adopted changes to rules and forms that will require companies to provide hyperlinks to the exhibits listed in the exhibit index in most reports and registration...more

It’s Official - Exhibit Hyperlinks are Here (Almost)

Last August, 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. At the time, I...more

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