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

Investment Management Legal + Regulatory Update -- December 2014

In This Issue: - Regulation ..SEC Chair’s Agenda Provides Glimpse of New Rules to Come ..The Results Are In: Investors Favor Additional Regulatory Protection ..SEC Declines to Approve Non-Transparent...more

Blog: SEC, Amnesty And Others File Briefs In Support Of Upholding The Conflict Minerals Disclosure Requirement

In November, the D.C. Circuit Court of Appeals granted the petitions of the SEC and Amnesty International for panel rehearing in connection with the conflict minerals case, National Association of Manufacturers, Inc. v. SEC....more

SEC Sets October 2015 Target Date for Certain Dodd-Frank and JOBS Act Rulemaking

The Securities and Exchange Commission recently published its agenda with respect to upcoming rulemaking, including rulemaking contemplated by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) and...more

SEC Issues Regulation SCI Upping Information Security Requirements for Key Market Participants

The SEC today published in the Federal Register its Regulation SCI (Regulation Systems Compliance and Integrity), which requires key market participants to have and implement written policies and procedures reasonably...more

"Checklist of Matters to Be Considered for the 2015 Annual Meeting and Reporting Season"

As our clients and friends once again embark on preparations for their 2015 annual meeting and reporting season, we have compiled a checklist of the corporate governance, executive compensation and disclosure matters that we...more

Blog: Disclosure Modernization and Simplification Act of 2014

This week, the House passed the “Disclosure Modernization and Simplification Act of 2014.” Among other things, the bill would require the SEC...more

Structured Thoughts: Volume 5, Issue 8 - December 2014

In This Issue: - Key Regulators Speak at Structured Products Conference - FINRA Shows Its CARDS; It Will Use Big Data to Review Suitability of Complex Products Sales - FINRA’s Proposed Bond Mark-up...more

Blog: Republicans To SEC Chair: Delay Pay Ratio Rules. Is A Repeal Attempt In The Offing?

The WSJ reports that three Republican congressman — House Financial Services Committee Chairman Jeb Hensarling, and Reps. Scott Garrett and Bill Huizenga — have written to SEC Chair Mary Jo White urging that the SEC stop...more

D.C. Circuit to Re-Consider Whether SEC Disclosure Rule Aimed at Curbing Human Rights Abuses in the Democratic Republic of the...

In an interesting and uncommon intersection between securities law, curbing human rights abuses and freedom of speech under the First Amendment, the United States Court of Appeals for the District of Columbia recently agreed...more

Posting Non-GAAP Financial Measures on Social Media

It is well documented that companies now use social media for all kinds of communications, including “traditional” SEC disclosures. As the scope of the social media disclosures continues to expand, some companies are starting...more

Corporate and Financial Weekly Digest - Volume IX, Issue 46

In this issue: - US Court of Appeals for the District of Columbia Circuit Grants Petition for Rehearing of Decision on Conflicts Minerals Rule - Register for Our 2015 Proxy Season Update Webinar - SEC...more

Focus on China Compliance - Fall 2014

In This Issue: - Between a Rock and a Hard Place: Navigating Disclosures to U.S. Regulators Within the Framework of China’s State Secrets Law - Internal Investigations in China: Collecting and Reviewing Digital...more

Disclosure Effectiveness: ABA Business Law Section Committees Suggest Financial Reporting Revisions

In response to the SEC’s request for input on how to improve the effectiveness of public company disclosure, the American Bar Association’s (ABA’s) Business Law Section’s Federal Regulation of Securities and Law and...more

The Regulators Are Coming! The Regulators Are Coming!

Regulators, in-house lawyers and compliance officers told a serious cautionary tale at the recent Practicing Law Institute Broker-Dealer Regulation and Enforcement seminar. Representatives of the Securities and Exchange...more

Do I Need to Update My D&O Questionnaire for 2015?

One of the most frequent questions we get this time of year is issuers asking whether there are any needed updates to director and officer questionnaires. Necessary modifications are usually driven by changes to stock...more

Blog: D.C. Circuit grants petition for panel rehearing of conflict minerals case

The D.C. Circuit court of Appeals has granted the petitions of the SEC and Amnesty International for panel rehearing (and the motion of Amnesty to file a supplemental brief) in connection with the conflict minerals case,...more

Panel to Rehear Conflict Minerals Case

The United States Court of Appeals for the District of Columbia has granted the petition for a panel rehearing (as opposed to an en banc rehearing) in the conflict minerals case. The court asked the parties to file briefs...more

Why Commissioner Gallagher Is Not Mistaken On Political Spending Disclosure

In this post published on October 30, I observed: According to Enver Fitch and Limor Bernstock at ISS ESG Proxy Research, shareholders associated with the Center for Political Accountability submitted 47 proposals this...more

SEC Obtains Over $4 Billion for Securities Violations in 2014

Following the end of its fiscal year on September 30, the Securities and Exchange Commission (SEC) reported that FY 2014 was notable not only for the record number of enforcement actions filed, but for the wide range of...more

Voluntary Disclosure: The Continuing Debate

For years (okay 3 years), I have written about the need for DOJ to address its policies surrounding voluntary disclosure. DOJ and the SEC regularly urge companies and FCPA practitioners to disclose FCPA violations to DOJ in...more

SEC Sanctions 10 Companies for Disclosure Failures Surrounding Financing Deals and Stock Dilution

On November 5, the Securities and Exchange Commission announced enforcement actions against 10 companies for failing to make the required disclosures about financing deals and other unregistered sales that diluted their...more

Corporate and Financial Weekly Digest - Volume IX, Issue 44

In this issue: - SEC Sanctions 10 Companies for Disclosure Failures Surrounding Financing Deals and Stock Dilution - Delaware Court of Chancery Rejects Entire Fairness Review in Absence of Conflicted...more

More Disclosure Needed as SEC Sunlight Shines

The US Securities and Exchange Commission's (SEC) “Spreading Sunshine” speech in early May 2014 heralded a new era of disclosure for private equity firms. Under the spotlight were fees, allocation of expenses, co-investment,...more

Blog: More “Broken Windows” Enforcement From The SEC?

Yesterday, the SEC announced that it had sanctioned ten companies (generally, smaller reporting companies traded on OTC Link) for failing to make required Form 8-K disclosures related to financings and unregistered stock...more

Disclosure Effectiveness–Getting a Jump on the SEC’s New Initiative

As mandated by the JOBS Act, the SEC is in the midst of a major reassessment of its disclosure rules and practices. For example, in December 2013, the Division of Corporation Finance released its “Report on Review of...more

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