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SEC Adopts Final Rules Requiring Disclosure and Recovery of Erroneously Awarded Incentive-Based Compensation

​​​​​​​On October 26, 2022, the U.S. Securities and Exchange Commission (“SEC”) adopted regulations (the “final rules”) implementing Section 10D of the Securities Exchange Act of 1934 (“Exchange Act”), which was added by the...more

Frequently Asked Questions: Pay Versus Performance Final Rules

The SEC published final rules in late August 2022 that will require new pay versus performance disclosure in 2023 proxy statements, as described in our recent client alert. These rules will require companies that are not...more

NYSE Amends Related Party Transaction Approval Requirements

On August 19, 2021, the New York Stock Exchange amended its rules that require approval of related party transactions for NYSE-listed companies. This amendment, which is effective immediately, modifies an earlier amendment to...more

MD&A And Other Financial Disclosure Amendments Become Effective

The U.S. Securities and Exchange Commission approved amendments to Items 301, 302, and 303 of Regulation S-K in November 2020, as described in a previous Goodwin client alert, “SEC amends MD&A and Other Financial Disclosure...more

Effective Date For Amended MD&A And Other Financial Disclosure Rules

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

SEC Amends MD&A and Other Financial Disclosure Rules

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

Regulation S-K Amendments Effective November 9, 2020

The SEC approved amendments to Items 101, 103, and 105 of Regulation S-K in late August, as described in a recent client alert, “SEC Adopts Third Round of Disclosure Modernization.” The amendments were published in the...more

SEC Adopts Third Round of Disclosure Modernization

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

SEC Issues MD&A Guidance

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

SEC Proposes Round Three Of Disclosure Modernization

The Securities and Exchange Commission (SEC) has proposed a third group of amendments to its disclosure requirements. The proposals would generally simplify disclosure about a company’s business, emphasizing a principlesbased...more

Non-GAAP “Equal or Greater Prominence” – SEC Enforcement Action Highlights Importance of Compliance

On December 26, 2018, the Securities and Exchange Commission (SEC) settled enforcement proceedings against ADT Inc. involving certain ADT earnings releases that did not comply with SEC non-GAAP disclosure requirements....more

SEC Adopts First Steps in Disclosure Simplification

After several years and a number of studies and related actions, the Securities and Exchange Commission (SEC) has adopted a series of amendments to its rules and forms that deal with requirements that have become “redundant,...more

SEC Expands Smaller Reporting Company Eligibility

The Securities and Exchange Commission (SEC) has adopted amendments that will increase the number of companies eligible to take advantage of the SEC’s reduced, or scaled, disclosure rules as a “smaller reporting company” or...more

SEC Proposes Pay for Performance Rules

The SEC has proposed rules that would require most public companies to provide disclosure in their proxy statements regarding the relationship between their executive compensation and total shareholder return (TSR) for the...more

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