Development International has released its annual survey of conflict minerals reports for the 2016 reporting period which were filed in 2017. Despite the SEC’s no action position which relaxed conflict minerals reporting...more
In remarks before the Economic Club of New York, new SEC Chairman Jay Clayton discussed eight guiding principles:
Principle #1: The SEC’s mission is our touchstone. Investors and capital markets will suffer if the SEC...more
7/13/2017
/ Best Interest Contract Exemptions ,
Capital Markets ,
Disclosure Requirements ,
Enforcement Actions ,
Fiduciary Rule ,
Financial Institutions ,
Investment ,
Investment Adviser ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Reporting Requirements ,
Retirement Plan ,
Securities and Exchange Commission (SEC)
The Public Company Accounting Oversight Board adopted a new auditor reporting standard that will require more information about the audit. The new standard is subject to SEC approval....more
The CFTC is proposing to amend its regulations regarding certain duties of chief compliance officers, or CCOs, of swap dealers, major swap participants and futures commission merchants, which are referred to as registrants....more
Effective immediately, the SEC staff has relaxed conflict minerals reporting requirements by public companies. The change was triggered by the entry of a final judgment in the conflict minerals case.
...more
4/10/2017
/ Conflict Mineral Rules ,
Constitutional Challenges ,
Country of Origin ,
Democratic Republic of Congo ,
Dodd-Frank ,
Form SD ,
Publicly-Traded Companies ,
Reporting Requirements ,
Resource Extraction ,
Securities and Exchange Commission (SEC) ,
Supply Chain
In 2009 the SEC adopted rules requiring operating companies to provide the information from the financial statements accompanying their registration statements and periodic and current reports in machine-readable format using...more
The SEC has previously provided guidance on the filing of annual and supplemental reports required under Rule 17a-5 or Rule 17a-12 by broker-dealers or over-the-counter derivatives dealers on the SEC EDGAR system. However,...more
1/31/2017
/ Annual Reports ,
Broker-Dealer ,
Derivatives ,
EDGAR ,
Filing Requirements ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
Financial Markets ,
No-Action Letters ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
According to this Reuters article and a blog by Elm Sustainability Partners LLC, an informal deal for EU conflict minerals legislation has been reached. The final text will be voted on by the member states on December 7,...more
11/28/2016
/ Conflict Mineral Rules ,
Corporate Counsel ,
Disclosure Requirements ,
Due Diligence ,
EU ,
Foreign Policy ,
Mineral Extraction ,
Minerals ,
Pending Legislation ,
Reporting Requirements ,
Resource Extraction ,
Transparency Directive
The SEC has published five FAQs on its pay ratio rule – see new questions 128C.01 to 128C.05. As we noted in our checklist of preliminary planning matters for the upcoming proxy season, the pay ratio disclosure need not be...more
On two successive days, the SEC brought settled enforcement actions against issuers for failure to report sales of unregistered securities. Under Item 1.01 of Form 8-K, a registrant must disclose its entry into a material...more
9/28/2016
/ Common Stock ,
Enforcement Actions ,
Financial Institutions ,
Financial Markets ,
Form 10-Q ,
Form 8-K ,
Regulation S-K ,
Reporting Requirements ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Unregistered Securities
The SEC has adopted final rules requiring investment advisers to provide additional information on Form ADV and other matters.
The final rules:
- require information about an investment adviser’s separately managed...more
8/25/2016
/ Filing Requirements ,
Final Rules ,
Financial Institutions ,
Form ADV ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Management ,
Registration ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Umbrella Registration
The SEC has issued a new Compliance and Disclosure Interpretation (8-K 103.11) that clarifies the interaction between the investment intent exemption in the HSR rules and the ability to file a Schedule 13G.
The CDI poses...more
The SEC has proposed amendments that would increase the financial thresholds in the “smaller reporting company” definition. The proposal to update the definition would expand the number of companies that qualify as smaller...more
6/28/2016
/ Disclosure Requirements ,
Emerging Growth Companies ,
Filing Requirements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Popular ,
Regulation S-K ,
Regulation S-X ,
Reporting Requirements ,
Sarbanes-Oxley ,
Section 404 ,
Securities and Exchange Commission (SEC) ,
Small Business ,
Threshold Requirements
Speaking at a conference, Wesley R. Bricker, SEC Deputy Chief Accountant gave his views on appropriate disclosure as public companies approach implementation of the new revenue recognition standard. According to Mr....more
House Financial Services Committee Chairman Jeb Hensarling (R-TX) unveiled details of the Financial CHOICE Act – the Republican plan to replace the Dodd-Frank Act and promote economic growth. CHOICE stands for Creating Hope...more
6/7/2016
/ Chevron Deference ,
Consumer Financial Protection Bureau (CFPB) ,
Disclosure Requirements ,
Dodd-Frank ,
Financial Institutions ,
FSOC ,
Insider Trading ,
MSRB ,
PCAOB ,
Proposed Legislation ,
Regulatory Oversight ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
SIFIs
The U.S. Department of the Treasury has announced its intention to propose legislation requiring reporting of beneficial ownership at the time a new entity is formed. According to Treasury:
“The Administration is...more
The SEC announced a whistleblower award totaling more than $325,000 for a former investment firm employee who tipped the agency with specific information that enabled enforcement staff to open an investigation and uncover the...more
In Berman v. NEO@OGILVY LLC, the Second Circuit held that a whistleblower does not have to report to the SEC to be afforded the anti-retaliation protections of the Dodd-Frank Act. The court discussed that legislative history...more
Audit committees, CFOs and accountants everywhere are cheering as the FASB has deferred the effective date of its new revenue recognition standard. As a result, public business entities, certain not-for-profit entities, and...more
On July 1, 2015, the Securities and Exchange Commission (the “SEC”) proposed rules to implement Section 954 of the Dodd-Frank Act, which added Section 10D to the Securities Exchange Act of 1934. Section 10D requires the...more
The SEC has published 11 Compliance and Disclosure Interpretations related to Regulation A+ — numbered 182.01 through 182.11 under Securities Act Rules. Highlights are:
- Twitter is allowed for testing the waters! ...more
6/24/2015
/ Acquisitions ,
CD&I ,
Compliance ,
Disclosure Requirements ,
Mergers ,
Preemption ,
Registration Requirement ,
Regulation A ,
Reporting Requirements ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Social Media ,
Tier 2 Offerings ,
Twitter
Those toiling away for the second required conflict minerals filings are sure to wonder whether the law is having any positive impact. Politico has an interesting article about a trip to the DRC in an attempt to answer that...more
Reuters has an interesting article about a no-action letter the CFTC issued to Southwest Airlines to permit a 15 calendar day delay in reporting oil derivative transactions. Southwest apparently convinced the CFTC that rapid...more
The holy grail (at least so far) of conflict minerals precedents was filed with the SEC albeit perhaps too late for many issuers to wholesale change course. But still excellent for a final form check. ...more
At the core, the court’s first amendment objection to the conflict minerals rules was that by requiring issuers to state its products have not been found to be “DRC conflict free” it compelled an issuer to “confess blood on...more