Regulation S-K

News & Analysis as of

An SEC investigation: to disclose, or not disclose?

In a recent decision, the Ninth Circuit addressed for a second time the question of whether an issuer’s disclosure of a Securities and Exchange Commission investigation can provide a sufficient basis for a plaintiff to plead...more

In re Lions Gate Entertainment Securities Litigation: Court Rejects Securities Claims Based on Company’s Decision Not to Disclose...

In a January 22, 2016 decision, a federal court in New York dismissed federal securities law claims against Lions Gate Entertainment and several of its senior executives based on the company’s decision not to disclose that it...more

New rules on the block: SEC targets executive compensation

On July 1, 2015, the Securities and Exchange Commission, by a 3-2 vote, proposed new rules requiring public companies to “claw back” executive compensation mistakenly awarded due to accounting errors. The proposed rules –...more

SEC Adopts Interim Final Rules to Implement FAST Act Provisions

On January 13, 2016, the Securities and Exchange Commission (the “SEC”) adopted interim final rules to implement Sections 71003 and 84001 of the Fixing America’s Surface Transportation Act (the “FAST Act”). The interim final...more

Omnibus Highway Bill Contains a Grab Bag of December Surprises for Public Companies and Companies Aspiring to Go Public

In December 2015, President Barack Obama signed into law an omnibus highway bill called “Fixing America’s Surface Transportation Act” or the “FAST Act.” This new law (i) amends certain sections of the Jumpstart Our Business...more

FAST Relief for EGCs and Others: JOBS Act 2.0

A just-enacted 500-page transportation bill (the FAST Act) contains provisions nicknamed JOBS Act 2.0 (after the popular JOBS Act of 2012), which liberalized aspects of federal securities to encourage capital...more

"Corporate Finance Alert: New Capital Formation Changes and Reduced Disclosure Burdens Enacted As Part of 'FAST Act'"

On December 4, 2015, President Obama signed into law the Fixing America’s Surface Transportation Act (FAST Act), which, despite its name, contains several new provisions designed to facilitate capital formation and reduce...more

JOBS Act 2.0 – New FAST Act Legislation Signed into Law to Facilitate Capital Formation

On December 4, 2015, President Obama signed into law the Fixing America’s Surface Transportation Act (the “FAST Act”). While the legislation is aimed at providing long-term funding certainty for surface transportation, it...more

FAST Forward - A Summary of the Securities Law Provisions of the FAST Act

On December 4, 2015, President Obama signed the Fixing America’s Surface Transportation Act (“FAST Act”), which includes a number of securities law related provisions that had previously been the subject of individual bills...more

Blog: AS 18 Creates A New Buzz About Related-Party Transactions For The Audit Of 2015

As discussed in this PubCo post, last year the PCAOB adopted Auditing Standard No. 18, Related Parties, addressing related-party transactions, significant unusual transactions and transactions with executive officers. (See...more

House Passes Disclosure Modification and “4(a)(1)(1/2)” Bills

On October 6, the US House of Representatives passed the Disclosure Modification and Simplification Act of 2015 (H.R. 1525), which, if enacted, would require the Securities and Exchange Commission to (1) revise Regulation S-K...more

Corporate and Financial Weekly Digest - Volume X, Issue 39

SEC/CORPORATE - House Passes Disclosure Modification and “4(a)(1)(1/2)” Bills - On October 6, the US House of Representatives passed the Disclosure Modification and Simplification Act of 2015 (H.R. 1525), which, if...more

Blog: SEC’s Advisory Committee On Small And Emerging Companies Recommends Harmonizing And Expanding Disclosure Accommodations For...

At a meeting of the SEC’s Advisory Committee on Small and Emerging Companies at the end of last month, the Committee approved a set of Recommendations about Expanding Simplified Disclosure for Smaller Issuers. A key focus...more

Dodd-Frank Executive Compensation Update: SEC Adopts CEO Pay Ratio Disclosure Rules

The Securities and Exchange Commission (SEC) recently adopted final rules implementing one of the last four remaining executive compensation requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act. ...more

House Passes Two Bills Relating to Capital Formation

Today, the House passed two bills relating to the promotion of capital formation by smaller companies, H.R. 1525 and H.R. 1839....more

Securities Claims Based on Item 303 of Regulation S-K: It Just Doesn’t Matter

In January 2015, the Second Circuit held in Stratte-McClure v. Morgan Stanley, 776 F.3d 94 (2nd Cir. 2015), that Item 303 of Regulation S-K imposes a duty to disclose for purposes of Section 10(b), meaning that the omission...more

Top Takeaways from the SEC's New Pay Ratio Disclosure Rules

On August 5, the Securities and Exchange Commission (“SEC”) adopted final rules requiring most public companies to make pay ratio disclosures pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act. The...more

Watch Out for Non-GAAP Disclosure Creep

Creative use of non-GAAP financial measures has become standard practice in public company disclosures. Management, quite correctly in most cases, often believes that the company’s dry GAAP financial statements fail to fully...more

Pay-Ratio Rules Are Final—Could Banks Feel the Impact?

Why it matters - In a split vote, the Securities and Exchange Commission (SEC) adopted a final rule requiring public companies to disclose the "pay ratio" between the chief executive officer's (CEO) annual total...more

Dodd-Frank and Executive Compensation — Where Are We Now?

The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) became federal law on July 21, 2010 to provide safeguards for consumers and increase transparency in the U.S. capital markets in response to public...more

SEC Adopts Final Pay Ratio Rules

The Securities and Exchange Commission (SEC) recently adopted final rules that will require most public companies to calculate and disclose a ratio that compares the annual total compensation of their “median employee” to...more

SEC Approves Final Rules for Pay Ratio Disclosure

The Securities and Exchange Commission (SEC) adopted the final "pay ratio" disclosure rules to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) at an open meeting on...more

SEC Issues Concept Release on Possible Revisions to Audit Committee Disclosures

On July 1, 2015, the Securities and Exchange Commission issued its long-anticipated concept release on Possible Revisions to Audit Committee Disclosures. The concept release notes the important function of the public company...more

SEC Adopts Pay Ratio Rules

On August 5, 2015, the Securities and Exchange Commission (“SEC”) adopted rules, as directed by Congress in Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Section 953(b)”), to require...more

SEC Adopts “Pay Ratio” Disclosure Rule

The SEC has adopted amendments to Item 402 of Regulation S-K to implement the pay ratio disclosure mandated by Section 953(b) of the Dodd-Frank Act. New paragraph (u) to Item 402 of Regulation S-K requires registrants to...more

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