Securities & Exchange Commission Disclosure Requirements

The United States Securities and Exchange Commission was created in 1934 in response to the Great Stock Market Crash of 1929. The Commission was created to protect investors, ensure fairness in the market, and... more +
The United States Securities and Exchange Commission was created in 1934 in response to the Great Stock Market Crash of 1929. The Commission was created to protect investors, ensure fairness in the market, and encourage capital formation. The Commission is headed by five presidentially-appointed Commissioners who oversee the Commission’s five divisions: Division of Corporation Finance, Division of Trading and Markets, Division of Enforcement, Division of Investment Management, and the Division of Risk, Strategy and Financial Information.  less -
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 Proposal Would Require Business Continuity and Transition Plans for Investment Advisers

Citing the ongoing risk of terrorist and cyber-attacks, the 2008 financial crisis, and Hurricanes Katrina and Sandy, the Securities and Exchange Commission (“SEC”) has issued proposed rules under the Investment Advisers Act...more

SEC Proposes to Expand Smaller Reporting Company Eligibility

On June 27, 2016, the Securities and Exchange Commission (the “Commission”) proposed amendments to the definition of “smaller reporting company” (SRC) that would expand the number of companies that have this status. These...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 Adopts (Again) Final Rules Requiring Disclosure Of Payments To Governments By Resource Extraction Issuers—Is Another...

On June 27, 2016, the SEC announced that it had adopted final rules, mandated by Section 1504 of Dodd-Frank, that require disclosure on Form SD of certain payments made to the federal and foreign governments by resource...more

SEC Declines To Define “Mineral” In Resource Extraction Rule But Then Defines It Anyway

As reported by Broc Romanek yesterday, the Securities and Exchange Commission adopted (again) a resource extraction rule. Congress had ordered the SEC to adopt a rule by April 17, 2011. After belatedly adopting a rule, the...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

Agencies Propose Incentive Compensation Rules for Financial Institutions

The Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency and the U.S. Securities and Exchange Commission recently proposed new restrictions...more

Initial Thoughts on Brexit for US Reporting Companies

Britain’s vote to exit the European Union (Brexit), is an alarm here, there and everywhere, of solidifying popular and national anxiety, of a conviction that free trade and globalization are not tides that lift all boats,...more

SEC Adopts Resource Extraction Rules

Responding to a court order, the SEC adopted rules to require resource extraction issuers to disclose payments made to governments for the commercial development of oil, natural gas or minerals. The rules, mandated by the...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

Can There Be Too Much Disclosure?

In an effort to provide transparency, the Dodd-Frank Act has previously formed an Investor Advisory Committee to assist the SEC on various issues including regulatory priorities, the regulation of securities products, trading...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

SEC – Charter School CEO Settle Muni Bond Charges

The Commission resolved its second action arising out of undisclosed conflicts tied to a municipal bond offering used to fund construction for charter schools. SEC v. Rangel, Civil Action No. 1:16-cv-06391 (N.D. Ill. Filed...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 Proposes Revamp of its Mining Company Disclosure Requirements

On June 16, 2016, the US Securities and Exchange Commission (“SEC”) issued a proposed rule, which, if adopted, would amend disclosure requirements for mining company issuers. The key changes proposed for mining companies are:...more

SEC Proposes Updated Mining Disclosure Rules ? Industry Guide 7 to be Eliminated

On June 16, 2016, the SEC proposed new rules to update disclosure requirements for mining properties. The intent of the proposed rules is align them more closely with current industry and global standards, specifically...more

SEC Non-GAAP Guidance: Impact on Earnings Releases, SEC Reports and Other Disclosures

As discussed in our recent client alert “SEC Issues Important Non-GAAP Interpretations” (May 19, 2016), the SEC recently released a series of new C&DIs on the use of non-GAAP financial measures by reporting companies and new...more

Clock Winds Down On Resource Extraction Disclosure Rule

Congress told the SEC to adopt a resource extraction disclosure rule by no later than April 17, 2011. The SEC missed that statutory deadline by over a year. After the SEC belatedly adopted a rule in 2012, the U.S. District...more

Blog: Could Disclosure Avert A Decline In Investment In Human Capital?

Much attention has been paid to the decline in spending on R&D and capital investments attributed to short-termist myopia. Hedge fund activists have been impugned for pressuring companies to return capital to shareholders in...more

SEC Sets Disclosure Expectations as New Revenue Recognition Standard Implementation Nears

Speaking at a conference, Wesley R. Bricker, SEC Deputy Chief Accountant gave his views on appropriate disclosure as public companies approach implementation of the new revenue recognition standard. According to Mr....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

Corporate and Securities Alert: SEC Updates Form 10-K

On June 1, the SEC issued a new Interim Final Rule?, amending Item 16 of Part IV to the Form 10-K, specifically permitting issuers to include a summary section in an Annual Report on Form 10-K. The summary section will...more

(Too) Much Ado About (Almost) Nothing–The Recent Form 10-K Amendment

Borrowing the title of one of Shakespeare’s most famous comedies seems somehow appropriate to describe last week’s amendment to Form 10-K, which formalizes a company’s ability to include a business and financial summary in...more

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