Reporting Requirements Securities & Exchange Commission

News & Analysis as of

"SEC to Focus on Non-GAAP Financial Measures in 2016"

On March 16, 2016, Securities and Exchange Commission Chair Mary Jo White cautioned an audience of industry professionals at the U.S. Chamber of Commerce that the SEC continues to focus on companies’ use of financial measures...more

SEC Takes Steps to Move Corporate Disclosure Into the 21st Century

On April 13, 2016, the Securities and Exchange Commission issued a concept release seeking input from the public on a broad range of questions about the disclosure requirements for periodic reports, with a view toward...more

Beneficial Ownership Reporting and the Brokaw Act

Recently, Senators Tammy Baldwin (D-WI) and Jeff Merkley (D-OR) introduced legislation that, if enacted into law and implemented accordingly, would dramatically change the course of beneficial ownership reporting for purposes...more

International Reporting Tightens at NYSE as Competition from Europe Heats Up

Two recent events highlight the ever-shifting dynamic between U.S. and international capital markets. The first, a technical NYSE rule affecting the reporting obligations of foreign private issuers, was subtle. The second,...more

SEC Administrative Case Reinforces Current Emphasis on Internal Controls

Consistent with its current focus on internal control over financial reporting (ICFR), the Securities and Exchange Commission recently sanctioned a company and individuals for failing to adequately evaluate and audit the...more

2016 IPO Report

Our 2016 IPO Report offers a detailed analysis of, and outlook for, the IPO market, plus useful IPO market metrics. We look at rates of adoption of JOBS Act relief by emerging growth companies, and recent FAST Act amendments...more

It’s Time Again (sigh) for Conflict Minerals

Year three of conflict minerals reporting is fast approaching, with Form SD filings due on May 31st. The good news, and the bad news, is that not much has changed since last year....more

Reminder: Certain U.S. Reporting and Compliance Obligations for Investment Advisers and Funds

The U.S. federal securities laws and the rules of U.S. self-regulatory organizations (such as the Financial Industry Regulatory Authority) impose certain reporting and compliance obligations on investment advisers and funds....more

U.S. House of Representatives Pass Bill Seeking to Raise Disclosure Thresholds under SEC Rule 701

A bill (H.R. 1675) seeking to increase the information disclosure threshold under SEC Rule 701 passed the U.S. House of Representatives on February 3 by a vote of 265 to 159. Rule 701 exempts from registration issuer sales or...more

SEC Proposes Rules on the Use of Derivatives by Funds

The proposal would place restrictions on certain investment funds to limit their use of derivatives and require certain risk management procedures. On December 11, 2015, the US Securities and Exchange Commission (SEC)...more

JOBS Act Quick Start – A Brief Overview of the JOBS Act, 2016 Update

Many market participants were taken by surprise by the enactment of the Jumpstart Our Business Startups (JOBS) Act. The JOBS Act, HR 3606, was passed by the United States House of Representatives on March 8, 2012. On March...more

As Iran Sanctions Wane, SEC Reporting Will Not

As global companies assess the implications of Iran sanctions relief announced on January 16, 2016, they should remain mindful that their Iran-related activities will actually increase the complexity of their compliance...more

SEC Approves Interim Final Rules Implementing Two Provisions of the FAST Act

On January 13, the Securities and Exchange Commission announced that it approved interim final rules implementing two provisions of the Fixing America’s Surface Transportation (FAST) Act, adopted by Congress in December, that...more

Musings on Conflict Minerals Compliance – The Year That Was, the Year That May Be and What You Should Be Doing Now

With New Year’s behind us and roughly four and a half months to go until the calendar 2015 conflict minerals filings are due, many companies are ramping up their compliance efforts in earnest. In many respects, the drill has...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

SEC Requests Public Comment on Transfer Agent Regulation Proposal and Concept Release

SEC proposal would modernize the regulation of the transfer agency industry, particularly with respect to mutual funds. Last month, the US Securities and Exchange Commission (SEC) issued an Advance Notice of Proposed...more

Financing Marketplace Loans: Ten Key Things to Know Before Catching the Securitization Wave

Marketplace loans are the most exciting securitization asset class to emerge since credit cards and student loans. Securitization provides marketplace loan investors with liquidity, diversified funding and interest rate...more

SEC Adopts Pay Ratio Disclosure Rule

The SEC adopted a final rule in August of 2015 requiring companies to disclose the ratio of their CEOs’ compensation to that of the median compensation of their employees, which includes part-time, temporary and foreign...more

SEC Staff Provides Additional Guidance on the FAST Act

On December 21st, 2015, the SEC Staff issued four additional C&DIs related to the FAST Act, which we have repeated here for convenience. Question 3 - Question: How did the FAST Act affect Section 12(g) and Section...more

Securities Enforcement Alert: SEC Exam Group Beginning Routine Examinations of Venture Capital and Other Exempt Reporting Advisers

In an important break from past practice, the Securities and Exchange Commission’s Office of Compliance Inspections and Examinations (OCIE) is reported to be conducting routine examinations of investment advisers to venture...more

Need for Speed: The FAST Act Impacts Securities Laws

On December 4, 2015, President Obama signed a five-year transportation bill, the Fixing America’s Surface Transportation, or FAST Act. While the 490-page act, which received broad bi-partisan support, is designed to free up...more

SEC Proposes Requirements for Funds’ Use of Derivatives and Other Financial Transactions

If adopted, the proposed requirements would significantly alter funds’ ability to enter into derivatives and other financial transactions, present new operational challenges, expand reporting requirements, and impose new and...more

President Signs the FAST Act: Transportation Legislation Contains Several Securities Law Provisions, including Modifications to...

On December 4, 2015, President Obama signed into law the Fixing America’s Surface Transportation (FAST) Act. The transportation measure includes several securities law-related provisions that (1) facilitate capital-raising...more

Bridging the Week - December 2015 #2

SEC Considers New Rule to Restrict Use of Derivatives by Investment Companies: The Securities and Exchange Commission proposed a new rule aimed at limiting the leverage registered investment companies could obtain...more

New Crowdfunding Rules for Issuers: Opportunities or Landmines?

As directed by Congress under the JOBS Act of 2012, the Securities and Exchange Commission (SEC) recently adopted final rules to permit equity “crowdfunding,” characterized by the SEC as “a relatively new and evolving method...more

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