Disclosure Requirements

News & Analysis as of

CFPB publishes guidance regarding RESPA-TILA integrated disclosure forms

The CFPB recently published guidance (the Guide) to assist mortgage originators and settlement service providers in completing the Loan Estimate and Closing Disclosure forms required under the RESPA-TILA Integrated Disclosure...more

Pew Checking Accounts Report Makes Troubling Recommendations

The Pew Charitable Trusts has released another report evaluating the checking account disclosure practices of the nation’s largest banks. Despite finding that disclosure practices have improved, Pew again urges the Consumer...more

FDIC regional offices issue UDAP guidance on continuous overdraft fees

Based on the CFPB’s rulemaking agenda issued in December 2013, we continue to expect overdraft programs to be the subject of another CFPB white paper and/or an advance notice of proposed rulemaking this year. (In June 2013,...more

Appellate Court Issues Opinion on SEC’s Conflict Minerals Rule

On April 15, the Court of Appeals for the D.C. Circuit issued its opinion in the challenge to the SEC’s Conflict Minerals Rule. We have reviewed the D.C. Court of Appeals decision and find that it leaves much of the SEC’s...more

What’s Next for Conflict Minerals Rules After D.C. Circuit Decision?

On April 14, 2014, the U.S. Court of Appeals for the District of Columbia Circuit (D.C. Circuit) issued its long-anticipated ruling in the industry challenge to the Securities and Exchange Commission’s (SEC) conflict minerals...more

Proposed FAR Amendment Would Greatly Expand Policing of Contract Employees for Personal Conflicts of Interest

People are people. As such, contract employees and self-employed subcontractors will inevitably create relationships with others based on common interests. Most of these relationships are, for purposes of this discussion,...more

Conflict Minerals – Yet Another Update

If ever there was an SEC rule that refused to slip quietly into the books, it’s conflict minerals disclosure. With the May 31st Form SD filing deadline fast approaching, three things are happening: Companies are focusing for...more

W.Va. Requires Time-Barred Debt Disclosures in ‘Initial Written Communication’

The West Virginia Legislature recently passed H.B. 4360, which amended Section 46A-2-128 of the West Virginia Code, that defines what constitutes unfair or unconscionable debt collection activities. The amendments are...more

SEC Lays Out Road Map On Disclosure Reform

Keith F. Higgins, Director, SEC Division of Corporation Finance, recently laid out the SEC staff’s approach to the much discussed disclosure reform initiative. Highlights are as follows...more

D.C. Circuit Partially Strikes Down SEC Conflict Minerals Rules

On April 14, 2014, the U.S. Court of Appeals for the D.C. Circuit issued its long-awaited decision in the challenge to the SEC’s conflict minerals disclosure rule filed by the National Association of Manufacturers (“NAM”) and...more

New York State To Require Title Agents To Be Licensed

With the passage of the New York 2014-15 budget, New York becomes one of the last states in the country to license title agents. The budget includes measures that authorize the Department of Financial Services (DFS) to...more

"SEC Conflict Minerals Disclosure Requirements Ruled Unconstitutional"

On April 14, the U.S. Court of Appeals for the District of Columbia Circuit ruled that the U.S. Securities and Exchange Commission’s conflict minerals disclosure requirements are unconstitutional and remanded the matter to...more

Appeals Court Opinion Changes Conflict Minerals Rules Compliance Landscape

On Monday, April 14, 2014, the U.S. Circuit Court of Appeals for the District of Columbia (the DC Circuit) struck down part of the federal rules requiring publicly traded companies to report on their use of “conflict...more

Court Ruling Regarding the Dodd-Frank Conflict Minerals Disclosure Requirements

A panel of the U.S. Court of Appeals for the D.C. Circuit held today that a portion of the SEC’s conflict minerals reporting regulations – and possibly a portion of the underlying Dodd Frank Act – compel speech in violation...more

SEC Director of Corporation Finance Discusses Disclosure Effectiveness

On April 11, 2014, Keith F. Higgins, Director of the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance, gave a speech before the ABA Business Law Section discussing the new Disclosure Project...more

SEC Issues New FAQs on Conflict Minerals

On April 7, the Division of Corporation Finance of the Securities and Exchange Commission issued nine new responses to frequently asked questions regarding the disclosure of conflict mineral usage that is required by rules...more

Name And Shame No More?

The last few years has seen the rise of so-called “name and shame” laws. The aims of many these laws may be laudable, but yesterday’s decision by the Court of Appeals for the District of Columbia Circuit calls their...more

The Corporate Governance Review: Chapter 4: Canada

OVERVIEW OF GOVERNANCE REGIME - Canada’s system of corporate governance is derived from the British common law model and strongly influenced by developments in the United States. While corporate governance practices in...more

Orrick's Financial Industry Week in Review - April 14, 2014

Agencies Apply Increased Leverage Ratio to Large U.S. Banks - On April 8, the Fed, FDIC and OCC adopted the final rule to increase the leverage ratio for the largest U.S. banks. The final rule applies to U.S. bank...more

Overview of Primary Provisions of U.S. and French Sunshine Reporting Requirements

2013 was a year of unprecedented scrutiny of financial relationships between manufacturers and health care professionals, such as physicians. Both the United States and France imposed sweeping new reporting and disclosure...more

In Case You Missed It - Interesting Items for Corporate Counsel

The Director of the SEC’s Division of Corporation Finance, Keith Higgins, recently gave the keynote address, here, at the 2014 Angel Capital Association Summit. He focused on the following three items on the SEC rulemaking...more

The Complexities of the USPTO Proposed Attributable Ownership Rules

The USPTO proposed attributable ownership rules would require the public disclosure of the “attributable owner” of patent applications and patents. As discussed in this article, the proposed definition of “attributable owner”...more

New C&DIs Contemplate Intrastate Crowdfunded Offerings

This week the SEC released three new Compliance and Disclosure Interpretations (C&DIs) relating to Rule 147, which applies to securities that exempt from registration pursuant to Section 3(a)(11) of the Securities Act because...more

Investment Advisers to Plans May Be Required to Deliver "Disclosure Guide" Under ERISA

On March 12, 2014, the U.S. Department of Labor (the DOL) issued a proposed amendment (the Proposed Amendment) to its final regulations (the Final Regulations) under Section 408(b)(2) of ERISA (commonly referred to as the...more

President Obama Signs Equal Pay Actions

President Barack Obama took steps towards erasing pay disparity between genders on Tuesday by signing an Executive Order and Presidential Memorandum focusing on fair pay. The executive actions coincide with April 8 being...more

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