Elizabeth Diffley on Securities and Exchange Commission (SEC)

SEC Clawback Update: Listing Requirements for NYSE and Nasdaq Exchanges, and Preparing for Compliance

After a threatened accelerated timeline, and then several welcomed delays, the Securities and Exchange Commission (SEC) has approved final clawback policy listing requirements for both the NYSE and Nasdaq markets. The listing...more

9/7/2023 / Clawbacks , Executive Compensation , Listing Standards , Nasdaq , NYSE , Securities and Exchange Commission (SEC)

SEC Adopts Rule to Require Listed Companies to Adopt Clawback Policies

In October, the Securities and Exchange Commission (SEC) adopted Exchange Act Rule 10D-1, directing securities exchanges to adopt listing standards requiring listed companies to adopt and implement policies to recover...more

12/23/2022 / Clawbacks , Corporate Officers , Executive Compensation , Financial Statements , Incentive Compensation , Rule 10D-1 , Sarbanes-Oxley , Securities and Exchange Commission (SEC) , Securities Exchange Act

Proposed Climate Disclosure Rules for Public Companies

On March 21, 2022, the Securities and Exchange Commission (SEC) issued highly anticipated proposed rules that would require public companies to include climate-related disclosures in their annual reports and registration...more

4/13/2022 / Climate Change , Disclosure Requirements , Greenhouse Gas Emissions , Proposed Rules , Regulation S-K , Securities and Exchange Commission (SEC) , Task Force on Climate-related Financial Disclosures (TCFD)

New Climate and ESG Disclosures Are Likely: Are Federal Grant and Loan Recipients the Next Targets?

Adding momentum to a decade-long trend, the Biden administration has accelerated the push for enhanced environmental, social and corporate governance (ESG) disclosures. While climate disclosures — such as carbon emissions —...more

6/15/2021 / Biden Administration , Climate Change , Corporate Governance , Disclosure Requirements , Environmental Social & Governance (ESG) , Securities and Exchange Commission (SEC)

Living in a Material(ity) World: SEC Adopts Regulation S-K Amendments Rooted in Materiality

Continuing a trend favoring a principles-based, materiality-driven disclosure regime, on August 26, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the description of business (Item 101), legal...more

9/9/2020 / Amended Rules , Disclosure Requirements , Item 101 , Item 103 , Item 105 , Regulation S-K , Risk Factors , Securities and Exchange Commission (SEC)

In Enforcement Action, SEC Underscores Heightened Scrutiny of KPIs in MD&A Reporting

In February, the Securities and Exchange Commission (SEC) announced a settlement with Diageo plc, a London-based producer of liquor, wine and beer, for failure to make required disclosures of known trends and uncertainties,...more

3/5/2020 / Disclosure Requirements , MD&A Statements , Popular , Regulation S-K , Securities Act of 1933 , Securities and Exchange Commission (SEC)

SEC Gives Management’s Discussion and Analysis (MD&A) a Makeover

With the aim of eliminating certain duplicative disclosures, and modernizing and enhancing Management’s Discussion and Analysis (MD&A) disclosures for the benefit of investors while reducing the compliance burden on...more

2/14/2020 / Corporate Governance , Disclosure Requirements , MD&A Statements , New Guidance , Proposed Amendments , Publicly-Traded Companies , Regulation S-K , Securities and Exchange Commission (SEC) , Tax Cuts and Jobs Act

MD&A’s Makeover, Part II: Interpretive Guidance on the Use of KPIs and Metrics in MD&A

When preparing the Management’s Discussion and Analysis, or MD&A, sections of their upcoming Form 10-K filings and registration statements, companies should consider new Securities and Exchange Commission (SEC) interpretive...more

2/13/2020 / Disclosure Requirements , MD&A Statements , Proposed Amendments , Regulation S-K , Securities and Exchange Commission (SEC)

MD&A’s Makeover, Part I: Proposed Amendments to Financial Disclosure Requirements in Regulation S-K

The Securities and Exchange Commission (SEC) has proposed amendments to simplify and enhance certain financial disclosure requirements in Regulation S-K. The proposed amendments, released January 30, 2020, would eliminate...more

2/12/2020 / Disclosure Requirements , Financial Statements , MD&A Statements , Proposed Amendments , Regulation S-K , Securities and Exchange Commission (SEC)

Elizabeth Diffley

Faegre Drinker Biddle & Reath LLP

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