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SEC amends rules on financial reporting of business acquisitions and dispositions

The SEC recently adopted comprehensive amendments to its rules that govern financial statement requirements for acquisitions or dispositions of significant businesses or other assets. The rules specify the historical...more

Checklist: Form 10-K and Proxy Statement - Key Changes and Considerations for 2020 Filing Season

Below is a checklist of key changes and considerations that public companies should be aware of when preparing their Forms 10-K and proxy statements for the upcoming filing season. For ease of reference, we have divided the...more

SEC staff issues important guidance on shareholder proposals for the 2020 proxy season

On October 16 the SEC's Division of Corporation Finance issued Staff Legal Bulletin No. 14K (CF) (SLB 14K) to provide updated guidance on the application of the "ordinary business" exception to a company's obligation under...more

SEC staff announces changes to processing of shareholder proposal no-action requests

The SEC’s Division of Corporation Finance recently announced changes to its process for responding to no-action requests that seek exclusion from proxy materials of shareholder proposals submitted under Exchange Act Rule...more

SEC proposes to amend requirements for disclosure on business, legal proceedings and risk factors

On August 8, the SEC proposed amendments to Regulation S-K to modernize required disclosures on business, legal proceedings and risk factors in Exchange Act and Securities Act filings. The proposed amendments represent the...more

Supreme Court expands liability for false statements under the federal securities laws

On March 27, the Supreme Court issued its much-anticipated decision addressing whether someone who is not the "maker" of a misstatement can nonetheless be primarily liable for fraud under the federal securities laws, when the...more

SEC adopts rule amendments under the FAST Act to modernize and simplify disclosure

On March 20, the SEC voted to adopt amendments to Regulation S-K and related rules and forms in accordance with its mandate under the Fixing America’s Surface Transportation Act (FAST Act) to modernize and simplify disclosure...more

SEC brings enforcement action for violation of "equal or greater prominence" requirement in presentation of non-GAAP financial...

The SEC’s Division of Enforcement recently instituted cease-and-desist proceedings against a company for violating Section 13(a) of the Exchange Act and Rule 13a-11 by including non-GAAP financial measures in two of its...more

SEC adopts requirement for disclosure of hedging policies for employees, officers, and directors

On December 18, 2018, the SEC adopted a requirement for U.S. public companies to provide proxy disclosure of any practices or policies they have adopted regarding the ability of the company's employees, officers or directors,...more

SEC overhauls mining property disclosure regime

On October 31, 2018, the SEC released comprehensive property disclosure rules for mining registrants that represent the first major change to the rules since 1982. The new rules require companies with material mining...more

Effective date approaching for new SEC mining property disclosure regime

On October 31, 2018, the SEC released comprehensive property disclosure rules for mining registrants that represent the first major change to the rules since 1982. The new rules require companies with material mining...more

SEC staff issues important guidance on shareholder proposals for the 2019 proxy season

On October 23, the SEC’s Division of Corporation Finance issued Staff Legal Bulletin No. 14J (CF) (SLB 14J) to provide new guidance on the application of the “ordinary business” and “economic relevance” exceptions to a public...more

SEC increases Rule 701 disclosure threshold and issues concept release on updating compensatory offering rules

The SEC recently amended Securities Act Rule 701, which provides a registration exemption for securities sold by non-reporting companies to their employees and other covered persons under compensatory arrangements. The...more

SEC Issues New Interpretive Guidance on Cybersecurity Disclosures

Prompted by concern over the increase in the risks and frequency of data breach incidents and other cyber-attacks affecting public companies, the Securities and Exchange Commission recently published interpretive guidance to...more

NYSE amends rule on issuance of material news to prohibit release immediately after market close

On December 4, the SEC approved a New York Stock Exchange rule change that prohibits the issuance of material news by listed companies in the period immediately after the official closing time for the NYSE’s trading session...more

SEC proposes rule amendments under the FAST Act to modernize and simplify disclosure

The SEC recently proposed amendments intended to update, streamline and improve its disclosure framework and to reduce the compliance burden for public companies. The proposed amendments, which are detailed in the proposing...more

SEC Issues New and Revised Guidance on CEO Pay Ratio Rule

On September 21, the SEC and the staff of the Division of Corporation Finance issued new and updated interpretive guidance regarding the CEO pay ratio disclosure required by Item 402(u) of Regulation S-K. The guidance...more

SEC issues new guidance on omission of interim financial information from draft registration statements

On August 17, the SEC’s Division of Corporation Finance issued new guidance indicating that emerging growth companies (EGCs) and non-EGCs may omit from their nonpublic draft registration statements interim financial...more

SEC announces whistleblower award for government employee

On July 25, the SEC announced that it would grant $2.5 million “to an employee of a domestic government agency whose tip helped launch an SEC investigation and whose continued assistance enabled the SEC to address a company’s...more

September 1 effective date for exhibit hyperlinks in SEC filings fast approaching

Beginning September 1, public companies will need to comply with SEC rule amendments requiring that reports and registration statements filed on or after that date...more

SEC Extends to Non-EGCs Process For Nonpublic Review of Registration Statements

On June 29, the SEC announced that its Division of Corporation Finance will allow all companies to submit for nonpublic review draft registration statements relating to initial public offerings and other specified...more

Supreme Court Limits SEC Disgorgement Orders to a Five-Year Statute of Limitations

Recently, the Supreme Court unanimously held in Kokesh v. SEC that disgorgement orders in enforcement actions by the Securities and Exchange Commission are subject to the same five-year statute of limitations as monetary...more

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