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

MSRB on Direct Purchases – Transparency Trumps Tower?

The Municipal Securities Rulemaking Board (“MSRB”) issued a concept release last month suggesting that market transparency trumps the direct Congressional prohibition against federal regulations requiring filing of...more

SEC Crowdfunding Rules to Become Effective May 16

Securities and Exchange Commission rules authorizing equity crowdfunding become effective May 16, 2016. Under the crowdfunding rules, an eligible company may raise up to $1 million on the internet in a 12-month period,...more

SEC Seeks Comment on REG S-K Business and Financial Disclosure Requirments

The Securities and Exchange Commission has issued a concept release seeking comments to modernize the business and financial reporting requirements of Regulation S-K, the foundation of business and financial disclosure in...more

SEC’s Views on Risk Factor Disclosures

On April 13, 2016, the SEC issued a Concept Release, Business and Financial Disclosure Required by Regulation S-K. In this release, which is part of the SEC’s initiative to review and improve its disclosure requirements, the...more

Reinventing Public Company Disclosure: SEC Requests Public Comment on Regulation S-K

On April 13, 2016, the U.S. Securities and Exchange Commission (SEC) issued a concept release discussing and requesting public comment on the business and financial disclosure required by Regulation S-K. The concept release...more

SEC Solicits Public Comment on Business and Financial Disclosure Requirements in Regulation S-K

On April 15, 2016, the Securities and Exchange Commission began seeking comment on specific disclosure requirements in Regulation S-K. ...more

Broker Compensation-Disclosure Rule Approved by the SEC

It is not uncommon for registered representatives to change broker-dealers over the course of their career. In most cases, their customers will typically switch firms as well, as they follow their representative to wherever...more

New Proposed Rules on Banker Incentive Compensation Released

The National Credit Union Administration, or NCUA, became the first of six Agencies to unveil a revised rule proposal under Section 956 of the Dodd-Frank Act: prohibiting incentive-based payment arrangements that the...more

"SEC Issues Concept Release Seeking Feedback on Business and Financial Disclosure Requirements"

On April 13, 2016, the U.S. Securities and Exchange Commission (SEC) issued a concept release seeking feedback on ways to modernize the business and financial disclosure requirements of Regulation S-K. The 341-page release...more

Securities Law Advisory: SEC Issues Concept Release Seeking Comment on Regulation S-K

At an open meeting of the U.S. Securities and Exchange Commission (SEC) on April 13, 2016, the SEC voted 3-0 to issue a concept release seeking public comment on modernizing certain disclosure requirements of Regulation S-K,...more

A Lofty Concept: Disclosure Effectiveness

Even before the JOBS Act had been proposed, policymakers focused on the downturn in the number of initial public offerings (IPOs) speculated that the burdensome disclosure requirements applicable to public companies were...more

Blog: With A 341-Page Concept Release, The SEC Seeks To Simplify And Modernize The Business And Financial Disclosure Requirements...

The SEC has issued a new concept release, as part of its Disclosure Effectiveness Initiative, seeking comment on modernizing certain business and financial disclosure requirements in Reg S-K. The release, which weighs in at a...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

SEC Issues Concept Release on Business and Financial Disclosure

The SEC has issued a concept release on business and financial disclosure required by Regulation S-K. The goal of the release assess whether the requirements of Regulation S-K continue to provide the information that...more

Blog: Tweet Your 10-K? SEC Votes To Issue Concept Release To Modernize Reg S-K

At an open meeting this morning, the SEC (all three of them) voted to issue a concept release seeking comment on modernizing certain business and financial disclosure requirements in Reg S-K, part of the SEC’s disclosure...more

SEC Approves Regulation S-K Concept Release

On April 13, 2016, the SEC voted in favor of a concept release on Regulation S-K. In her opening remarks, Chair White noted that the disclosure regime is central to the SEC’s mission of fostering transparency and promoting...more

AG Explains Why the Conflict Minerals Decision Was Not Appealed to the Supreme Court

Loretta Lynch, United States Attorney General, explained in a letter to Paul Ryan, Speaker of the House, why the United States did not submit a writ of certiorari with respect to the conflict minerals decision: - The...more

Pay Ratio Disclosures Begin to Appear in Proxy Statements

Some companies have begun to disclose pay ratios in their proxy statements in advance of the SEC requirement. We have included a sample below. Of course, you’ll want to compare the samples to the rules before relying on them....more

SEC Chair Warns Silicon Valley That Unicorns Need To Be Watched and Monitored

Speaking last week at the SEC’s and Rock Center’s Silicon Valley Initiative at Stanford Law School, SEC Chair Mary Jo White cautioned Silicon Valley’s start-up companies regarding their potential lack of internal controls. ...more

SEC’s Division of Investment Management Issues Guidance on Revising Fund Disclosure in Light of Changing Market Conditions

On March 2, 2016, the Securities and Exchange Commission’s (“SEC”) Division of Investment Management issued new guidance (the “Guidance”) to registered investment companies and their investment advisers regarding the dynamic...more

A Compilation of Enforcement and Non-Enforcement Actions

Non-Enforcement - Remember to Update Your Risk Disclosure on an Ongoing Basis - The staff of the Securities and Exchange Commission (SEC) issued guidance reminding mutual funds, exchange traded funds, and other...more

Apple’s Conflict Minerals Smelters Nearly 100% Audited

Apple has filed its Form SD for the year ended December 31, 2015. It includes this disclosure: The combination of training, public reporting and a ticking clock drove the number from 82 smelters and refiners...more

Second Circuit Adopts Actual-Knowledge Standard for MD&A Disclosures

The Second Circuit held yesterday that Item 303 of SEC Regulation S-K requires issuers to disclose only those trends, events, or uncertainties about which the issuer has actual knowledge, rather than those matters about which...more

SEC IM Staff Issues Guidance Update on Disclosure Related to Current Market Conditions

The staff of the U.S. Securities and Exchange Commission Division of Investment Management (Staff) has issued an IM Guidance Update on fund disclosure regarding risks related to current market conditions (Guidance Update)....more

Financial Services Quarterly Report - First Quarter 2016: Lessons for PE Managers from the SEC’s Ongoing Scrutiny of Private...

A large number of private equity managers were required to register for the first time with the U.S. Securities and Exchange Commission (SEC) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (Act)....more

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