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
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
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
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
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
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
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
3/30/2020
/ Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Filing Deadlines ,
Filing Requirements ,
Financial Statements ,
Publicly-Traded Companies ,
Relief Measures ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
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
2/5/2020
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Form 10-K ,
Form 20-F ,
MD&A Statements ,
New Guidance ,
Omissions ,
Performance Standards ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC)
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
1/30/2020
/ Compliance Dates ,
Congressional Review Act ,
Corporate Issuers ,
Disclosure Requirements ,
Dodd-Frank ,
Foreign Governments ,
Mineral Extraction ,
Natural Resources ,
Oil & Gas ,
Regulatory Requirements ,
Reporting Requirements ,
Resource Extraction ,
Securities and Exchange Commission (SEC) ,
Source of Payments
With the 2020 proxy and annual reporting season upon us, this Legal Update provides 10 tips for companies to consider when drafting annual reports on Form 10-K and proxy statements for filing with the US Securities and...more
1/21/2020
/ Corporate Governance ,
Critical Audit Matters (CAMs) ,
Cybersecurity ,
Disclosure Requirements ,
Dodd-Frank ,
EDGAR ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Form 10-K ,
Hedging ,
Intellectual Property Protection ,
Libor ,
MD&A Statements ,
Median Employee ,
Pay Ratio ,
Proxy Season ,
Proxy Statements ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Risk Assessment ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Technology ,
UK Brexit
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
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
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
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
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
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
1/4/2019
/ Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Executive Compensation ,
Form 10-K ,
Hedging ,
Libor ,
Pay Ratio ,
Proxy Statements ,
Publicly-Traded Companies ,
UK Brexit
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
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
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
9/19/2018
/ Annual Reports ,
C&DIs ,
Compensation & Benefits ,
Cybersecurity ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Executive Compensation ,
Form 10-K ,
Pay Ratio ,
Proxy Season ,
Proxy Statements ,
Reporting Requirements ,
Say-on-Pay ,
Shareholder Proposals
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