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Pulling Back the Curtain - SEC Proposes Expanded Share Repurchase Disclosures

Last week, the Securities and Exchange Commission proposed rule amendments that would enhance issuer disclosures regarding their share repurchase transactions. The proposed rule changes consist of two components,...more

SEC proposes big changes to Rule 10b5-1 plan requirements; issues warning about “insider gifting”

On December 15, 2021, the SEC proposed significant changes to the requirements for Rule 10b5-1 trading plans.  The SEC attributed the proposals to concerns expressed by courts, commentators and members of Congress that...more

SEC Tightens Accounting for “Spring-Loaded” Equity Awards

Spring-loading - awarding equity awards before announcing material good news - was in the headlines 15 years ago but still surfaces on occasion, notably when in July 2020 Kodak made large grants to executives the day before a...more

2022 Proxy Season - Quick Hits

Considerations for companies planning for next proxy season should include the following: Risk Factors - ..As discussed in our July 13 post, consider current hot topics, including COVID risks, labor market...more

SEC shines spotlight on climate change in sample comment letter

As discussed in our March 4, 2021 and March 17, 2021 posts, Allison Herren Lee, then the Acting Chair of the SEC, previously issued a Public Statement and delivered a speech announcing the SEC’s enhanced focus on...more

It’s Official: SEC Approves Nasdaq Board Diversity Proposal - Comply or Explain Why Not

The SEC today approved Nasdaq’s board diversity proposal, which will require each Nasdaq-listed company to publicly disclose information on the voluntary self-identified gender and racial characteristics and LGBTQ+ status of...more

Risk factor reminders for upcoming 10-Qs

As companies prepare upcoming periodic reports, they should focus on carefully reviewing and updating their risk factors. Some of the considerations may include...more

SEC Acting Director Coates proposes framework for future ESG rulemaking

Yesterday, John Coates, the acting director of the SEC’s Division of Corporation Finance, announced a proposed framework for considering new ESG disclosure requirements, recognizing that while the scope of ESG issues is very...more

Nasdaq amends its board diversity proposal

On Friday, Nasdaq submitted a revised proposal that addresses board diversity membership for listed companies. As discussed in our prior alert, Nasdaq had originally called for public companies - over a two-to-four year...more

SEC guidance targets disclosures during “meme stock” volatility

The SEC’s Division of Corporation Finance issued guidance on securities offering disclosure during times of extreme price volatility, which it viewed as characterized by...more

SEC Proposes Significant Amendments to Rule 701 and Form S-8 to Better Align with Current Employment Practices

On November 24, 2020, the SEC approved proposed amendments to rules governing the offer or sale of securities to employees through compensation programs. The proposed amendments to Rule 701 and Form S-8 are designed to...more

SEC Simplifies MD&A and Related Financial Disclosure Requirements

In yet another 3-2 vote, the SEC adopted significant amendments to MD&A and related financial disclosures in order to streamline the disclosure system and move to a more “principles-based approach,” focused on material...more

SEC Modernizes Framework for Exempt Offerings

In another 3-2 vote, on November 2, 2020 the SEC approved significant amendments to the framework for exempt offerings intended to harmonize and simplify the framework for exempt offerings under the Securities Act of 1933. ...more

Key issues for upcoming Q3 10-Q filings

As public companies prepare their Q3 releases and filings, some of the key issues they should consider include: ..MD&A – as we reported last quarter, the SEC Staff issued COVID-19 guidance in June calling for companies to...more

CFTC Report: Climate Change Poses Major Risks to U.S. Financial System

Includes recommendations for action by SEC and other financial regulators - Last week, a subcommittee of the Commodity Futures Trading Commission issued a sweeping report addressing climate change risks, concluding that...more

Divided SEC amends Regulation S-K rules to modernize descriptions of business, legal proceedings and risk factors

On August 26, 2020, by a 3-2 party-line vote, the SEC adopted amendments to Regulation S-K that aim to modernize the descriptions of business and legal proceedings, and risk factor disclosure requirements. The amendments...more

Q2 Reporting Trends: Few Jump on EBITDAC Bandwagon

Based on Q2 reporting to date, few companies opted to present non-GAAP financial measures using the new metric term “EBITDAC” (earnings before interest, tax, depreciation, amortization – and COVID-19). That is not surprising,...more

Key themes emerge from SEC Investor Roundtable

On June 30, 2020, Jay Clayton, SEC chair, and Bill Hinman, Director of Corporation Finance, hosted an investor roundtable seeking input from investors on how to improve disclosures during this period of COVID-19.  The...more

SEC Issues More COVID-19 Disclosure Guidance as Quarter End Approaches

On June 23, 2019, both the Division of Corporation Finance and the Office of the Chief Accountant issued additional statements to public companies and their stakeholders about the importance of “high-quality” financial...more

Updating U.S. Form 10-Q Risk Factors During the COVID-19 Pandemic – New Risks and Risks That Aren’t Just Hypothetical Anymore

As more companies prepare to file Form 10-Qs, they should give special attention to risk factors – particularly to consider whether new risks have emerged or hypothetical ones have become real. The Form calls for disclosure...more

Evolving Corporate Governance and U.S. Securities Laws Issues in the COVID-19 Pandemic

Our world is changing on a daily – if not hourly – basis, as we deal with unprecedented challenges brought on by the COVID-19 pandemic. This Q&A provides public companies with U.S. securities laws and corporate governance...more

SEC Adopts Disclosure Changes to Regulation S-K

The SEC published the final rules on March 20, 2019 to amend a wide variety of disclosure rules, primarily under Regulation S-K, in an effort to modernize and simplify disclosure requirements for public companies, investment...more

Securities and Corporate Governance Update – March 2019

SEC Penalizes Company for Non-Compliance with Equal or Greater Prominence Requirement in Earnings Releases - In late December, the SEC settled its first “equal or greater prominence” enforcement action under its non-GAAP...more

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