The SEC provided guidance on disclosure of financial metrics in MD&A. At the same time, the SEC proposed rules to amend other disclosure obligations of public companies....more
2/3/2020
/ Corporate Governance ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Form 10-K ,
Item 303 ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On January 13, 2020, the U.S. Department of Treasury published final regulations relating to the Committee on Foreign Investment in the United States, or CFIUS. The regulations implement the Foreign Investment Risk Review...more
1/22/2020
/ Bad Actors ,
CFIUS ,
Covered Transactions ,
Critical Infrastructure Sectors ,
Cross-Border Transactions ,
Final Rules ,
FIRRMA ,
Foreign Investment ,
Foreign Persons ,
Investment ,
Jurisdiction ,
National Security ,
Ownership Rules ,
Real Estate Transactions ,
Regulatory Oversight ,
Regulatory Requirements ,
Rulemaking Process
SEC Chairman Jay Clayton, Sagar Teotia, Chief Accountant and William Hinman, Director, Division of Corporation Finance issued a Statement on Role of Audit Committees in Financial Reporting and Key Reminders Regarding...more
1/2/2020
/ Audit Committee ,
Auditor Independence ,
Audits ,
Corporate Governance ,
Critical Audit Matters (CAMs) ,
Disclosure Requirements ,
Financial Reporting ,
GAAP ,
ICFR ,
Libor ,
PCAOB ,
Policy Statement ,
Regulatory Oversight ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Tone At The Top
The SEC’s Division of Corporation Finance has realigned the work of its disclosure program to promote collaboration, transparency and efficiency. As a result of the realignment, the disclosure program staff will focus their...more
It has been widely reported that the SEC sued Kik Interactive Inc. for conducting an illegal $100 million securities offering of digital tokens. The SEC charges that Kik sold the tokens to U.S. investors without registering...more
Wow, it finally happened. The SEC granted long awaited guidance on when tokens are not securities in the form of a no-action letter. ...more
The SEC’s Division of Trading and Markets is seeking a Crypto Specialist to coordinate activities regarding crypto and digital asset securities....more
SEC Commissioner Hester M. Peirce was awarded the nick name “Crypto Mom” by digital asset aficionados in a previous speech encouraging forward thinking by the SEC in the regulation of tokens and initial coin offerings....more
2/13/2019
/ Bitcoin ,
Cryptocurrency ,
Digital Currency ,
Financial Instruments ,
Financial Markets ,
Financial Transactions ,
Initial Coin Offering (ICOs) ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Token Sales ,
Virtual Currency
In two new Compliance and Disclosure Interpretations (Questions 116.11 and 133.13), the SEC staff provided guidance on disclosure of self-identified specific diversity characteristics of board members and board nominees. ...more
The SEC is conducting market research to determine the availability and technical capability of large and small businesses to provide blockchain data to support the SEC’s efforts to monitor risk, improve compliance, and...more
The International Organization of Securities Commissions, or IOSCO, published a statement setting out the importance for issuers of considering the inclusion of environmental, social and governance, or ESG, matters when...more
CoinAlpha Advisors LLC was formed for the purpose of investing in digital assets. From October 2017 through May 2018 CoinAlpha raised approximately $600,000 from 22 investors, residing in at least five U.S. states....more
12/10/2018
/ Accredited Investors ,
Capital Raising ,
Digital Currency ,
Enforcement Actions ,
General Solicitation ,
Investors ,
Public Offerings ,
Regulation D ,
Regulatory Oversight ,
Regulatory Standards ,
Rule 506 Offerings ,
Securities and Exchange Commission (SEC) ,
Unregistered Securities
The SEC simultaneously announced a pair of settled enforcement actions related to illegally offered ICOs with extensive remedial provisions to fix the faulty offerings....more
11/19/2018
/ Cryptocurrency ,
Initial Coin Offering (ICOs) ,
Investment ,
Investment Products ,
Offerings ,
Popular ,
Regulatory Oversight ,
Remediation ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Token Sales ,
Trading Platforms ,
Unregistered Securities ,
Virtual Currency
For those who want to start preparing for the 2019 proxy season, our preliminary list of important considerations is set forth below:
Review 162(m) Disclosures in Proxy Statements...
...more
8/23/2018
/ Corporate Governance ,
Corporate Issuers ,
Cybersecurity ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Executive Compensation ,
Form 10-K ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Popular ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Regulatory Oversight ,
Regulatory Requirements ,
Section 162(m) ,
Shareholder Proposals ,
XBRL Filing Requirements
For those of you who still have time or can tweak your second quarter 10-Q, we have noticed these recent comments on revenue recognition:
Netflix, Inc.
Please provide us with your analysis regarding payments made to...more
Many public companies became subject to the new revenue recognition rules when they filed their first quarter Form 10-Qs in 2018. It appears the SEC may not have wasted any time in beginning to issue comments....more
William Hinman, Director, SEC Division of Corporation Finance, gave his personal views on when tokens and coins, which he referred to as digital assets, are securities and when they are not....more
The SEC announced settlements with 13 registered private fund investment advisers who repeatedly failed to provide required information that the agency uses to monitor risk. ...more
6/4/2018
/ Annual Reports ,
Enforcement Actions ,
Failure-to-File ,
Form PF ,
Investment Advisers Act of 1940 ,
Private Funds ,
Regulatory Oversight ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Settlement
On March 14, 2018, the Senate passed the Economic Growth, Regulatory Relief and Consumer Protection Act which has been billed as Dodd-Frank reform. Some refer to it as the “Crapo bill”, which is a reference to its sponsor,...more
Subject to its limits, Rule 701 permits non-reporting companies to grant employees equity without registration under the Securities Act of 1933. ...more
3/19/2018
/ Civil Monetary Penalty ,
Credit Karma ,
Disclosure Requirements ,
Enforcement Actions ,
Financial Services Industry ,
FinTech ,
Regulatory Oversight ,
Regulatory Standards ,
Rule 701 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Stock Options
In its annual guidance memo for listed companies, the New York Stock Exchange (NYSE) announced its new rule regarding notification of dividends and stock distributions will be effective February 1, 2018. ...more
SEC Chair Clayton delivered the following remarks at a conference of securities professionals:
“My first message is simple and a bit stern. Market professionals, especially gatekeepers, need to act responsibly and hold...more
1/23/2018
/ Blockchain ,
Digital Currency ,
Distributed Ledger Technology (DLT) ,
Financial Markets ,
Initial Coin Offering (ICOs) ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Token Sales ,
Unregistered Securities ,
Virtual Currency ,
Young Lawyers
In a letter to representatives of the Investment Company Institute and the Securities Industry and Financial Markets Association, the SEC staff indicated it would not be receptive to 1940 Act registration of cryptocurrency...more
The House Financial Services Committee has announced it intends to meet to consider mark-ups of bills to repeal the conflicts minerals disclosures (H.R. 4248) and mine safety disclosures (H.R. 4289) on November 14, 2017....more
International Shareholder Services (ISS) has made available for public comment certain proposed changes to ISS’ benchmark voting policies for 2018 that could generally become effective for the upcoming proxy season....more
10/30/2017
/ Comment Period ,
Director Compensation ,
Diversity and Inclusion Standards (D&I) ,
Employer Liability Issues ,
Equal Pay ,
Gender Discrimination ,
Gender Equity ,
Gender-Based Pay Discrimination ,
Institutional Shareholder Services (ISS) ,
Non-Employees ,
Pay Gap ,
Poison Pill ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Shareholders ,
Wage and Hour