Disclosure Requirements

News & Analysis as of

Don’t Make Promises That You Cannot Keep: Greenwich Silver Shield Association v. Town of Greenwich, the FOIA and Discrimination...

Investigations in the public sector confront the competing demands of employee privacy rights and the public’s “right to know” under the Freedom of Information Act [“FOIA”]. Another decision by the Freedom of Information...more

CFTC Provides Relief from Certain Agency Regulations to be Consistent with JOBS Act SEC Amendments

On September 9, the CFTC issued an exemptive letter, which provides relief from certain provisions of Regulations 4.7(b) and 4.13(a)(3) restricting marketing to the public. The exemptive letter harmonizes these rules with...more

D.C. Circuit Court Expands Privilege in Internal Corporate Investigations

There are numerous federal regulations requiring investigations into possible fraud, related to both mandatory disclosure and simply performing some fact gathering while seeking legal advice. The U.S. Court of Appeals for the...more

Company Liability for Insider Stock Ownership Reports

Earlier this month, the SEC announced charges against six public companies for contributing to their insiders’ failure to properly file Form 4s or for violating the Item 405 proxy disclosure requirements for late insider...more

A Reminder of the Importance of Internal Controls Under SOX

On July 30, 2014, the SEC announced charges against the CEO and the former CFO of a computer equipment company based in Florida for misrepresenting the state of the Company’s internal controls over financial reporting and...more

SEC Advisory Committee Makes Recommendations on Disclosure of Preliminary Voting Results

The Investor as Owner Subcommittee of the SEC’s Investor Advisory Committee established pursuant to Section 911 of the Dodd-Frank Act has issued two recommendations on disclosure of preliminary voting results. The...more

Investor Transparency Post AIFMD: What Have We Gained?

The Alternative Investment Fund Managers Directive (2011/61/EU) (the “Directive” or “AIFMD”) states in Recital 94 that its objective is: ...to ensure a high level of investor protection by laying down a common...more

Regulation AB II: Second Time’s the Charm?

On August 27, 2014, following years of preparation, speculation and comment, the Securities and Exchange Commission (SEC) adopted Regulation AB II (Reg AB II). Reg AB II represents a response to requirements of Sections 939A...more

SEC Targets Corporate Insiders for Failing to Promptly Disclose Stock Transactions

The Commission has announced an unprecedented enforcement initiative against officers, directors, and major stockholders for violating beneficial ownership reporting requirements and against public companies for their roles...more

Emerging Technologies Push the Boundaries of Privacy Law

As technology developers continue to push the envelope on services and applications affecting the daily lives of consumers, the intersection of technology and privacy is becoming increasingly fraught with legal implications...more

VA Announces Upcoming Changes to ARM Disclosure Regulations

On September 5, 2014, the Department of Veterans Affairs (VA) announced in Circular 26-14-25 that it intends to clarify its interest-rate adjustment, disclosure, and notice requirements for ARM and hybrid ARM mortgage loans...more

New Disclosure Rules for Extractive Companies Coming Into Force Soon

UK companies, including UK subsidiaries of EU companies, face tougher anti-corruption rules from next year. Under chapter 10 of the EU Accounting Directive (2013/34/EU) (“the Accounting Directive”) and the EU...more

CFTC Aligns CPO Regulation With JOBS Act, Provides Other Guidance for CPOs

The Commodity Futures Trading Commission’s Division of Swap Dealer and Intermediary Oversight (DSIO) recently issued several letters affecting commodity pool operators (CPOs): JOBS Act Harmonization: On September 9,...more

FINRA Board to Consider Rule Proposals Regarding Private Trading Platforms

The Board of Governors (the Board) of the Financial Industry Regulatory Authority is scheduled to meet on September 19 to consider rule proposals requiring heightened oversight of computerized trading strategies and greater...more

Good News For Companies Adopting Retrospective Approach To New FASB Revenue Recognition Standard

One of the critical questions that companies are facing under FASB’s new revenue recognition standard is whether companies that elect to follow a retrospective approach (applying the standard to both current and prior years —...more

SEC Approves New Rules to Address Run Risks in Money Market Funds

In This Presentation: - Introduction - Post 2008 Regulatory History - Classifying Money Market Funds - Floating Nav - Liquidity Fees And Redemption Gates - Liquidity Fees -...more

Corporate Insurance Trends 2014

Although we are seeing the tail end of many of the claims which arose from the Global Financial Crisis, the sophisticated plaintiff’s bar and ever-developing class action landscape means that companies and their officers will...more

Regulation AB II – Final Rules

On August 27, 2014, the Securities and Exchange Commission unanimously voted to adopt a package of new and amended rules governing the registration, offering process, disclosure and reporting for SEC registered asset-backed...more

CFTC grants relief to commodity pool operators selling securities using general solicitation in reliance upon Rule 506(c)

Nearly one year ago the Securities and Exchange Commission adopted Rule 506(c), which eliminated the ban on general solicitation and general advertising in the offer and sale of securities if certain criteria set forth in the...more

AB 1103 Update: Postponement of Certain Nonresidential Building Energy Use Disclosure Requirements

Under California Assembly Bill 1103 (“AB 1103”, codified as California Public Resources Code Section 25402.10), owners and operators of nonresidential buildings must disclose certain building energy performance data to a...more

CFTC Publishes Long-Awaited JOBS Act Relief

The staff of the Commodity Futures Trading Commission (CFTC) published a no-action letter on September 9, 2014 (available here) that permits certain commodity pool operators (CPOs) to conduct general solicitation in private...more

This Week In Securities Litigation

The SEC continued with its “broken windows” approach to enforcement this week, filing a group of 34 actions based on the failure to file either a Form 4, Schedule 13D or Schedule 13G. The agency also filed an action alleging...more

Be Careful With Pollution Insurance Coverage Disclosures – How Conditions Actually Disclosed Were Deemed Not Disclosed

A Massachusetts company learned the hard way that you need to pay close attention to policy endorsements when you negotiate them. In Market Forge Industries, Inc. v. Indian Harbor Insurance Company, the Appeals Court of...more

The Uncertain Future of Predicted Utility

There is no more contentious question in Canadian patent law at the moment than the question of utility. Much of the debate focuses on whether an invention need only have a scintilla of utility or whether utility must be...more

Whether 1992 Or 2013 Version Of COSO Framework — Disclose In Management’s And Auditor’s Internal Control Reports

Last week, I posted a piece regarding the “squishy” deadline (to borrow the term of art coined by the COSO Chair) for implementation of the new 2013 COSO internal control framework. As you may recall, the original 1992 COSO...more

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