On March 2, 2020, the Securities and Exchange Commission (SEC) adopted amendments that reduce and simplify the financial disclosure requirements applicable to registered debt offerings for guarantors and issuers of guaranteed...more
3/9/2020
/ Amended Regulation ,
Corporate Issuers ,
Debt Securities ,
Disclosure Requirements ,
Financial Statements ,
Guarantors ,
Parent Corporation ,
Public Offerings ,
Publicly-Traded Companies ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Subsidiaries
When finalizing proxy materials for annual shareholder meetings, companies should consider the following U.S. Securities and Exchange Commission (SEC) rules and related guidance, as well as stock exchange listing standards...more
3/4/2020
/ Annual Meeting ,
Disclosure Requirements ,
EDGAR ,
Environmental Social & Governance (ESG) ,
Filing Requirements ,
Form 10-K ,
Form 8-K ,
NYSE ,
Proxy Materials ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Shareholder Proposals ,
Stock Exchange
The SEC issued documents on January 30, 2020, regarding management discussion and analysis (MD&A) and other disclosures.
...more
2/3/2020
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Interpretive Rule ,
Investment Adviser ,
Investment Companies ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Oversight ,
Regulatory Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
In December 2019, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published new "CF Disclosure Guidance: Topic No. 8" (Guidance) regarding disclosure obligations companies...more
1/17/2020
/ Corporate Finance ,
Disclosure Requirements ,
Division of Corporate Finance ,
Foreign Ownership ,
Intellectual Property Protection ,
International Relations ,
IP License ,
New Guidance ,
Proprietary Information ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Risk Assessment ,
Risk Mitigation ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Technology ,
Trade Secrets ,
Trademarks
In December 2019, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission issued new "CF Disclosure Guidance: Topic No. 7" (Guidance) regarding confidential treatment requests pursuant to...more
1/17/2020
/ Confidential Information ,
Corporate Finance ,
Disclosure Requirements ,
Division of Corporate Finance ,
Exemptions ,
FOIA ,
New Guidance ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Oversight ,
Rule 24b-2 ,
Rule 406 ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
On December 18, 2019, the U.S. Securities and Exchange Commission (SEC) voted in favor of proposing rules to implement the resource extraction issuer disclosure provisions in Section 1504 of the Dodd-Frank Act, which added...more
12/27/2019
/ Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Exemptions ,
Foreign Private Issuers ,
Form 10-K ,
Form 20-F ,
Oil & Gas ,
Proposed Rules ,
Public Comment ,
Resource Extraction ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Smaller Reporting Companies
Companies have important decisions to make as they prepare for the 2020 annual meeting and reporting season. We have prepared a checklist of key corporate governance, executive compensation and disclosure matters on which we...more
12/3/2019
/ Annual Meeting ,
Annual Reports ,
Audits ,
Board of Directors ,
Corporate Counsel ,
Director Compensation ,
Disclosure Requirements ,
Diversity ,
Environmental Social & Governance (ESG) ,
Filing Requirements ,
Glass Lewis ,
Hedging ,
Insider Trading ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Advisory Firms ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Reporting Requirements ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
There have been significant recent developments in U.S. Securities and Exchange Commission (SEC) regulation of foreign private issuers, (FPIs) including changes that impact the annual report on Form 20-F for fiscal year 2019....more
11/1/2019
/ Acquisitions ,
Amended Rules ,
Annual Reports ,
Audit Reports ,
Compliance ,
Critical Audit Matters (CAMs) ,
Cybersecurity ,
Disclosure Requirements ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Foreign Acquisitions ,
Foreign Private Issuers ,
Form 20-F ,
GAAP ,
IASB ,
IFRS ,
Libor ,
MD&A Statements ,
Mining ,
Multinationals ,
Nasdaq ,
NYSE ,
PCAOB ,
Popular ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholder Approval ,
Sustainability ,
Tariffs ,
Trade Wars ,
UK Brexit ,
XBRL Filing Requirements
On September 17, 2019, the Securities and Exchange Commission (SEC) announced proposed rules regarding the statistical disclosures that bank and savings and loan companies are required to disclose by SEC rules. The proposed...more
9/23/2019
/ Bank Holding Company ,
Comment Period ,
Disclosure Requirements ,
Financial Institutions ,
Form 10-K ,
GAAP ,
IFRS ,
Proposed Rules ,
Regulation S-K ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Statistical Analysis
On August 8, 2019, the Securities and Exchange Commission (SEC) announced proposed amendments to modernize the rules requiring description of business, legal proceeding and risk factor disclosures pursuant to Regulation S-K....more
As a reminder, conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than May 31, 2019. There have not been any notable regulatory updates related to the...more
On May 3, 2019, the Securities and Exchange Commission (SEC) proposed extensive changes to the financial disclosure requirements for business acquisitions and dispositions. The proposed amendments are intended to reduce...more
5/14/2019
/ Acquisitions ,
Disclosure Requirements ,
Financial Statements ,
Foreign Private Issuers ,
GAAP ,
IASB ,
IFRS ,
Income Test ,
Investment Test ,
Pro Forma Financial Information ,
Proposed Amendments ,
Proxy Statements ,
Publicly-Traded Companies ,
Registration Statement ,
Regulation S-X ,
Rule 3-05 ,
Securities and Exchange Commission (SEC)
On March 20, 2019, the Securities and Exchange Commission (SEC) adopted rule changes, as mandated by the Fixing America’s Surface Transportation Act (FAST Act), to modernize and simplify the disclosure and compliance...more
On February 6, 2019, the Division of Corporation Finance (Staff) of the Securities and Exchange Commission published new interpretive guidance regarding board diversity disclosures, which should be considered when preparing...more
2/13/2019
/ Board of Directors ,
Compliance ,
Director Nominations ,
Disclosure Requirements ,
Diversity ,
Division of Corporate Finance ,
New Guidance ,
Proxy Statements ,
Publicly-Traded Companies ,
Qualification Standards ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Woman Board Members
On December 18, 2018, the Securities and Exchange Commission (SEC) adopted final rules that will require hedging policy disclosures. The new rules, mandated by Section 955 of the Dodd-Frank Wall Street Reform and Consumer...more
On December 18, 2018, the Securities and Exchange Commission (SEC) issued a concept release requesting comments on the nature, content and timing of earnings releases and quarterly reports made by reporting companies.1 In...more
The SEC recently adopted amendments to disclosure requirements applicable to various registration statements and periodic reports, including minor changes to applicable form cover pages.
...more
On August 17, 2018, the Securities and Exchange Commission (SEC) amended certain disclosure requirements that have become duplicative or outdated. The amendments, which reflect the SEC’s efforts to implement the Fixing...more
On July 24, 2018, the Securities and Exchange Commission (SEC) proposed rule amendments that would simplify the financial disclosure requirements applicable to registered debt offerings for guarantors and issuers of...more
8/9/2018
/ Amended Rules ,
Collateralized Debt Obligations ,
Corporate Issuers ,
Debt Securities ,
Disclosure Requirements ,
Financial Statements ,
Guarantors ,
Parent Corporation ,
Private Placements ,
Proposed Amendments ,
Regulation S-X ,
Rule 144A ,
Securities and Exchange Commission (SEC) ,
Subsidiaries
On July 18, 2018, the Securities and Exchange Commission (SEC) issued a concept release soliciting public comment on ways to modernize Rule 701 and Form S-8 of the Securities Act of 1933 to account for recent developments...more
8/3/2018
/ Amended Rules ,
Board of Directors ,
Corporate Issuers ,
Corporate Officers ,
Disclosure Requirements ,
Employee Stock Purchase Rights ,
Equity Compensation ,
Executive Compensation ,
Financial Statements ,
Form S-8 ,
Offerings ,
Private Offerings ,
Public Comment ,
Publicly-Traded Companies ,
Qualified Restricted Stock Units (RSUs) ,
Rule 701 ,
Securities and Exchange Commission (SEC) ,
Solicitation ,
Stock Options ,
Threshold Requirements
On July 18, 2018, the Securities and Exchange Commission (SEC) amended Rule 701(e) of the Securities Act of 1933 (Securities Act), as mandated by the Economic Growth, Regulatory Relief, and Consumer Protection Act. The...more
On June 28, 2018, the Securities and Exchange Commission (SEC) approved amendments to the definition of “smaller reporting company” (SRC) that will substantially expand the number of companies that will qualify for the scaled...more
As a reminder, conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than May 31, 2018....more
On April 27, 2018, the Securities Industry and Financial Markets Association (SIFMA), the U.S. Chamber of Commerce and Nasdaq, along with certain technology and biotechnology groups, released a policy paper titled “Expanding...more
5/10/2018
/ Biotechnology ,
Broker-Dealer ,
Capital Markets ,
Chamber of Commerce ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Financial Reporting ,
ICFR ,
Initial Public Offering (IPO) ,
Institutional Shareholder Services (ISS) ,
Investment Banks ,
JOBS Act ,
Large Corporate Filers ,
Mandatory Arbitration ,
Mutual Funds ,
Nasdaq ,
New Guidance ,
Offerors ,
PCAOB ,
Proxy Advisors ,
Publicly-Traded Companies ,
Registered Investment Advisors ,
Regulatory Reform ,
Reporting Requirements ,
Sarbanes-Oxley ,
Securities ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Short Sales ,
SIFMA ,
Small Business ,
Technology Sector ,
Tick Size ,
WKSIs ,
XBRL Filing Requirements
On October 11, 2017, the U.S. Securities and Exchange Commission (SEC) voted unanimously to propose changes that would modernize and simplify the disclosure items in Regulation S-K and related rules and forms. The proposed...more
10/16/2017
/ Confidentiality Policies ,
Disclosure Requirements ,
EDGAR ,
Filing Requirements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Item 303 ,
Proposed Regulation ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Burden ,
Securities and Exchange Commission (SEC)