On March 6, 2024, the U.S. Securities and Exchange Commission (SEC) adopted final rules that will require expansive new climate-related disclosures in Form 10-K and Form 20-F annual reports and most registration statements....more
3/14/2024
/ Annual Reports ,
Climate Change ,
Compliance ,
Corporate Executives ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Financial Reporting ,
Form 10-K ,
Form 20-F ,
Greenhouse Gas Emissions ,
Internal Controls ,
Registration Statement ,
Risk Assessment ,
Securities and Exchange Commission (SEC)
The US Securities and Exchange Commission (SEC) adopted amendments that will expand quarterly disclosure of share repurchases in Form 10-Q quarterly reports and Form 10-K annual reports filed by domestic operating companies....more
5/9/2023
/ Amended Rules ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Form 10-K ,
Form 10-Q ,
Form 20-F ,
Publicly-Traded Companies ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
Share Buybacks ,
Stock Repurchases ,
XBRL Filing Requirements
On December 13, 2022, the staff of the Division of Corporation Finance (the “staff”) of the Securities and Exchange Commission (the “SEC”) published seven new or revised Compliance and Disclosure Interpretations (“C&DIs”)...more
12/20/2022
/ C&DIs ,
Corporate Governance ,
Disclosure Requirements ,
Financial Reporting ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
GAAP ,
New Guidance ,
Non-GAAP Financial Measures ,
Publicly-Traded Companies ,
Regulation S-X ,
Securities and Exchange Commission (SEC)
Ruling Follows Similar Decision on Underrepresented Minority Directors in April 2022 -
A California court has held that California Senate Bill 826, which required that “publicly held” corporations that listed a California...more
5/20/2022
/ Board of Directors ,
Constitutional Challenges ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Financial Conduct Authority (FCA) ,
Form 10-K ,
Gender Equity ,
Institutional Investors ,
Listing Rules ,
Nasdaq ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
State Constitutions ,
UK ,
Woman Board Members
The U.S. Securities and Exchange Commission (SEC) has adopted final amendments that, in conjunction with final rules adopted by the Public Company Accounting Oversight Board (PCAOB) earlier this year and the recent...more
12/30/2021
/ Annual Reports ,
Corporate Counsel ,
Disclosure Requirements ,
Final Rules ,
Foreign Corporations ,
Form 10-K ,
Form 20-F ,
PCAOB ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The staff of the Division of Corporation Finance (“Staff”) of the U.S. Securities and Exchange Commission (“SEC”) published a sample comment letter on climate change disclosures on September 22, 2021. A brief statement that...more
The amendments to the financial disclosure requirements for Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A,” Regulation S-K Item 303), Supplemental Financial Information (Item...more
The U.S. Securities and Exchange Commission (“SEC”) has adopted amendments to several of the financial disclosure requirements in Regulation S-K. Continuing the SEC’s efforts to modernize and streamline its disclosure...more
The Securities and Exchange Commission has adopted the third group of amendments to its disclosure requirements, originally proposed in August 2019 and discussed in an earlier Goodwin client alert. The amendments, which are...more
9/24/2020
/ Business Strategies ,
Corporate Governance ,
Disclosure Requirements ,
Financial Statements ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
Human Capital ,
Item 101 ,
Publicly-Traded Companies ,
Registration Statement ,
Regulation S-K ,
Risk Factors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
The staff (“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) has published interpretive responses to four questions (“FAQs”) related to compliance with the SEC’s COVID-19 Order...more
The Securities and Exchange Commission (SEC) recently published a press release that reminds public companies of several important disclosure obligations that they should consider in light of the potential impacts of...more
3/11/2020
/ Coronavirus/COVID-19 ,
Disclosure Requirements ,
Filing Deadlines ,
Filing Requirements ,
Form 10-K ,
Form 8-K ,
Form S-3 ,
Form S-8 ,
Information Statements ,
Insider Trading ,
Proxy Statements ,
Publicly-Traded Companies ,
Reporting Requirements ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Time Extensions
The Securities and Exchange Commission (Commission) recently announced that it has issued guidance on key performance indicators and metrics in Management’s Discussion and Analysis (MD&A). Although the guidance in the...more
2/6/2020
/ Annual Reports ,
Corporate Executives ,
Corporate Governance ,
Disclosure Requirements ,
Financial Reporting ,
Financial Statements ,
Form 10-K ,
MD&A Statements ,
New Guidance ,
Performance Standards ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
The Securities and Exchange Commission has amended its eXtensible Business Reporting Language (XBRL) rule to require operating companies to present XBRL financial statement information in “inline” format. Subject to a...more
On February 20, 2018, the Securities and Exchange Commission published Commission Statement and Guidance on Public Company Cybersecurity Disclosures (the “Release”), which states the Commission’s interpretive views on...more
The SEC has proposed many amendments to its disclosure requirements for public company reports and offering documents, based in large part on the SEC staff study contained in its FAST Act Report. Although largely technical,...more
It appears likely that the CEO pay ratio disclosure rule adopted by the Securities and Exchange Commission in 2015 will require companies that are subject to the rule to begin including CEO pay ratio disclosure for 2017...more
The SEC has adopted a number of amendments to its forms and rules to reflect changes that resulted from the JOBS Act. The amendments will affect all public companies, including EGCs, as follows:
All Domestic Public...more
4/7/2017
/ Crowdfunding ,
Emerging Growth Companies ,
Form 10-K ,
Form 8-K ,
Form S-1 ,
Form S-3 ,
Form S-8 ,
Funding Portal ,
JOBS Act ,
Registration Statement ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
The Nasdaq Stock Market LLC (Nasdaq) has adopted a new rule that will require each Nasdaq-listed company to publicly disclose compensation or other payments by third parties to any current director or nominee for director in...more
7/18/2016
/ Board of Directors ,
Compensation Agreements ,
Director Compensation ,
Director Nominations ,
Disclosure Requirements ,
Executive Compensation ,
Form 10-K ,
Golden Leash Arrangements ,
Indemnity Agreements ,
Information Statements ,
Nasdaq ,
Proxy Materials ,
Remuneration ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings