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

Resource Extraction Disclosure Requirements are Dumped

Canadian miners and oil & gas companies should be aware that on February 14, 2017, President Trump approved a joint resolution of Congress that disapproved a recent SEC rule requiring specific disclosure by resource...more

A Long and Winding Road Ends for Resource Extraction Disclosure

On February 14, 2017, President Trump approved a joint resolution of Congress that disapproves the SEC’s rule requiring specific disclosures by resource extraction issuers, effectively repealing the rule. The rules required...more

Important Reminders for the 2017 Proxy Season

The following are some important reminders and updates for the 2017 proxy season. Say-When-on-Pay - Required Vote in 2017 - The Securities and Exchange Commission (SEC) requires companies to conduct a...more

The Resource Extraction Disclosure Rules are Dead

On January 31, 2017, Republican lawmakers in the House introduced a resolution (“HJ Resolution 41”), relying on the Congressional Review Act, intended to kill the SEC’s disclosure rules for payments made by resource...more

The Demise of Pay Ratio Disclosures?

Dating back to their adoption in August 2015, as mandated by Dodd-Frank’s Section 953(b), the pay ratio rules have led a strange existence. For a while, companies generally ignored them because their effective date was so far...more

Judge Orders Status Report in Conflict Minerals Case

The conflict minerals case was remanded to the United Stated District Court for the District of Columbia for further proceedings. Judge Jackson has ordered the parties to file a joint status report, on or before March 10,...more

Exchange Act Sections 13(d), 14(d) and 16(a): A New SEC Focus?

The Exchange Act requires that certain disclosures be made by significant shareholders and those seeking to make a tender offer. Section 13(d), for example, requires those acquiring a stake of 5% or more to make certain...more

SEC Targets Lapses in Ownership Reporting in Battles for Corporate Control

The SEC has recently announced settlement of enforcement actions targeting violations of beneficial reporting requirements under Section 13(d) of the Act. In one of the most recent actions (available here), the SEC’s...more

Will President Trump's Regulation Cuts Reduce Ongoing Disclosure for Bond-Financed Projects?

President Donald Trump on Feb. 3, 2017, signed an executive order entitled "Core Principles for Regulating the United States Financial System," which directed the Treasury Secretary to consult with financial regulators,...more

SEC to Reconsider the Pay Ratio Rule

On February 6, 2017, the SEC’s Acting Chairman, Michael S. Piwowar, issued a public statement requesting detailed comments on any “unexpected challenges” faced by issuers preparing to comply with the pay ratio disclosure rule...more

SEC Issues No Action Letter Regarding Canadian Companies’ Registration of Rights Offerings on MJDS Form F-7

In December 2015, the Canadian Securities Administrators (CSA) announced an amended regime for a prospectus-exempt rights offering in Canada. This amended regime allows certain public companies in Canada to conduct a...more

Blog: Will The SEC Be Instructed To Waive Any Or All Of The Conflict Minerals Requirements On The Basis Of National Security...

Remember all the way back to last week when Acting SEC Chair Michael Piwowar issued two statements on the conflict minerals rules? Remember too that the first statement directed the staff to revisit the 2014 guidance from...more

Changing of the Guard: SEC Reconsiders Conflict Minerals Rule While Congress Votes to Overturn ‘Publish What You Pay’ Reporting...

In the wake of the US elections in November 2016, two of the Securities and Exchange Commission’s (“SEC”) disclosure rules for public reporting companies — the conflict minerals rule and government payments reporting for...more

SEC to Reconsider Implementation of Pay Ratio Rule

Following on the heels of its announcement to reconsider implementation of the conflict minerals rule, SEC Acting Chairman Michael S. Piwowar has announced his intention to conduct a review of the Dodd-Frank pay ratio rule....more

More Conflict Minerals Drama

Well, it wouldn’t be February without a “helpful” reminder that Form SD filings are due on May 31st and a new development that casts confusion over the process. This year, the confusion comes in the form of last week’s...more

Blog: Dodd-Frank Pay-Ratio Disclosure Rules To Be Reconsidered — Pencils Down For Now?

Today, Acting SEC Chair Michael Piwowar issued yet another statement directing the Corp Fin staff to revisit the pay-ratio disclosure rules. Of the non-bank related mandates imposed by Dodd-Frank, disclosures regarding...more

Congress Votes to Disapprove SEC’s Resource Extraction Disclosure Rule

In previous posts, we discussed the potential impact of the SEC’s Resource Extraction Payment Disclosure (Rule 13q-1), including possible FCPA implications and the development of an appropriate compliance plan. After the...more

"SEC Acting Chairman Directs Reconsideration of Conflict Minerals Rule"

The acting chairman of the U.S. Securities and Exchange Commission (SEC), Michael S. Piwowar, recently released two public statements concerning the conflict minerals rule applicable to companies that file Exchange Act...more

The Fall of Section 1504: Congress Votes to Repeal the Revenue Transparency Rule

Congress passed a joint resolution this week expressing its disapproval of the revenue transparency rule issued last June by the Securities and Exchange Commission. The rule, issued pursuant to Section 1504 of the Dodd-Frank...more

What’s Next Under the Congressional Review Act?

As we reported, the House and Senate have passed a joint resolution under the Congressional Review Act disapproving the SEC Resource Extraction Rule and that President Trump was expected to sign the legislation that...more

SEC Resource Extraction Rule to be Eliminated Under Congressional Review Act

As we previously noted, the House was set to vote on the disapproval of the SEC Resource Extraction Rule under the Congressional Review Act. The joint resolution passed the House by a vote of 235 in favor and 187 against. ...more

Congress Approves Resolution to Rescind SEC’s Resource Extraction Payments Disclosure Rule

Key Points - - Congress acts to repeal the SEC’s Resource Extraction Payments Disclosure Rule. - Full repeal is subject to President Trump’s signature. - Once enacted, all future administrations...more

SEC Calls for Comments on Conflict Minerals Rule Implementation and Guidance

On January 31, 2017, Acting Chairman of the Securities and Exchange Commission (SEC), Michael S. Piwowar, issued two statements calling for comments on the SEC’s enforcement of the conflict minerals reporting requirements of...more

House Votes to Invalidate Extraction Payment Disclosure Rule

On February 1, 2017, the U.S. House of Representatives passed House Joint Resolution 41 to annul the Extraction Payment Disclosure Rule. The rule would require oil and gas companies to disclose in annual reports for fiscal...more

Are the Resource Extraction Disclosure Rules “Cursed”?

On January 31, 2017, Republican lawmakers in the House introduced a resolution intended to kill the SEC’s disclosure rules for payments made by resource extraction issuers (the “Resource Extraction Disclosure Rules”). The...more

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