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Exempt Offering Framework Amendments

On November 2, 2020, the U.S. Securities and Exchange Commission (SEC) voted to adopt amendments proposed in March 2020 that harmonize and modernize the exempt offering framework (referred to as the Amendments). As with...more

SEC Amends Business, Legal Proceedings and Risk Factor Disclosures

On August 26, 2020, the US Securities and Exchange Commission (SEC) adopted amendments to Regulation S-K that are intended to modernize business, legal proceedings and risk factor disclosures. According to the SEC, the...more

SEC Amends Financial Disclosure Rules for Merger & Acquisition Transactions

Introduction - This First Analysis article discusses the amendments (Amended Rules) adopted by the U.S. Securities and Exchange Commission (SEC) on May 21, 2020 in connection with financial statement disclosures on...more

A Conversation with SEC Chairman Jay Clayton: Long-Term Investing, Sustainability and the Role of Disclosures

On June 23, 2020, Jay Clayton, Chairman of the US Securities and Exchange Commission (SEC) discussed his perspectives on long-term investing, sustainability and the role of disclosures during a webinar hosted by FCLTGlobal, a...more

SEC Amends Business Acquisition and Disposition Disclosure Rules

On May 21, 2020, the US Securities and Exchange Commission (SEC) adopted amendments (Amended Rules)1 to financial statement disclosures with respect to business acquisitions and dispositions required by Regulation S-X’s Rule...more

Chair Clayton and Division Director Hinman Issue Public Statement on the Importance of Disclosure in the Current COVID-19...

On April 8, 2020, the Chair of the U.S. Securities and Exchange Commission (the “SEC”) – Jay Clayton – and the Director of the SEC’s Division of Corporation Finance – William Hinman – issued a joint statement titled The...more

SEC Extends Conditional Reporting Relief and Issues COVID-19 Guidance for Public Companies

On March 25, 2020, the US Securities and Exchange Commission (SEC) extended the filing periods covered by its previous conditional reporting relief order for certain public company filing obligations impacted by COVID-19. At...more

SEC Issues MD&A Guidance

On January 30, 2020, the US Securities and Exchange Commission (SEC) provided guidance (MD&A Guidance) regarding the disclosure of key performance indicators and metrics used in the Management’s Discussion and Analysis of...more

SEC Proposes Revised Disclosure Rules for Resource Extraction Issuers

On December 18, 2019, the US Securities and Exchange Commission (SEC) proposed rules for the reporting of certain payments by resource extraction issuers (the “proposed rules”). The proposed rules represent the third attempt...more

SEC Proposes to Modernize Business, Legal Proceedings and Risk Factor Disclosures

On August 8, 2019, the US Securities and Exchange Commission (SEC) proposed amendments to Regulation S-K that are intended to modernize business, legal proceedings and risk factor disclosures. According to the SEC, the...more

SEC’s Proposed Disclosure Improvements for Business Acquisitions and Dispositions

On May 3, 2019, the US Securities and Exchange Commission (SEC) proposed revisions to financial statement disclosures with respect to business acquisitions and dispositions required by Regulation S-X’s Rule 3-05 (Financial...more

Legal Update: Follow-Up on Regulation S-K Modernization and Simplification

As described in our Legal Update “SEC Adopts Rules to Modernize and Simplify Disclosure,” datedMarch 27, 2019,1 the US Securities and Exchange Commission (SEC) adopted amendments intended to modernize and simplify certain...more

SEC Adopts Rules to Modernize and Simplify Disclosure

On March 20, 2019, the US Securities and Exchange Commission (SEC) adopted amendments intended to modernize and simplify certain disclosure requirements of Regulation S-K and related rules and forms. The amendments represent...more

Disclosure of Board Self-Identified Diversity Characteristics

On February 6, 2019, the staff of the US Securities and Exchange Commission (SEC) issued two identical Regulation S-K compliance and disclosure interpretations (C&DIs)...more

Legal Update-10 Tips for 10-Ks and Proxy Statements

With preparations shifting into high gear for calendar year companies that file annual reports on Form 10-K and proxy statements with the US Securities and Exchange Commission, this Legal Update provides tips to consider when...more

SEC Adopts Dodd-Frank Hedging Disclosure Rule

On December 18, 2018, the US Securities and Exchange Commission adopted a final rule requiring companies to disclose their hedging policies and practices for employees, officers and directors. This Legal Update discusses...more

Form 10-Q Guidance on SEC’s Disclosure Update and Simplification Amendments

On August 17, 2018, the US Securities and Exchange Commission (SEC) adopted disclosure update and simplification amendments to certain of its disclosure requirements. These amendments become effective 30 days after...more

2019 Proxy and Annual Reporting Season: Let the Preparations Begin

It is already that time of year when public companies should be thinking about the 2019 proxy and annual reporting season. Advance planning greatly contributes to a successful proxy season, culminating with the annual meeting...more

Capital Markets Implications of Amendments to Simplify and Update SEC Disclosure Rules

On August 17, 2018, the US Securities and Exchange Commission (SEC) amended certain disclosure requirements that it determined to be redundant, duplicative, overlapping, outdated or superseded in light of other SEC disclosure...more

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