SEC Chair Jay Clayton and William Hinman, Director, Division of Corporation Finance, shared their views in a public statement on first quarter earnings communications. Highlights of the wide-ranging statement are discussed...more
The Coronavirus Aid, Relief and Economic Security Act, or CARES Act, is a little bit over a week old and public companies have begun to make disclosures regarding its impact in SEC filings....more
4/6/2020
/ CARES Act ,
Coronavirus/COVID-19 ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Filing Requirements ,
Form 10-K ,
Form 8-K ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
We previously noted that as a result of COVID-19 the SEC, pursuant to an order, provided publicly traded companies with an additional 45 days to file certain disclosure reports if designated conditions were met. One of the...more
The SEC’s Division of Corporation Finance published formal disclosure guidance and other views of securities law compliance for public companies with respect to COVID-19....more
The SEC has adopted amendments to the accelerated and large accelerated filer definitions to exclude smaller reporting companies with annual revenues of less than $100 million. As a result of the amendments, these smaller...more
On March 12, 2020, the Securities and Exchange Commission adopted long-awaited amendments to the accelerated filer and large accelerated filer definitions with the stated goal of “reduc[ing] unnecessary burdens for certain...more
The SEC published guidance to assist public companies, investment companies, shareholders, and other market participants affected by COVID-19 with their upcoming annual shareholder meetings....more
3/16/2020
/ Annual Meeting ,
China ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Crisis Management ,
EDGAR ,
Emergency Management Plans ,
Infectious Diseases ,
Proxy Season ,
Public Health ,
Publicly-Traded Companies ,
Relief Measures ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Virtual Meetings
The SEC has adopted amendments to the accelerated filer and large accelerated filer definitions. The amendments exclude from the accelerated and large accelerated filer definitions an issuer that is eligible to be a smaller...more
3/13/2020
/ Accelerated Filers ,
Financial Regulatory Reform ,
Financial Reporting ,
Form 10-K ,
Form 20-F ,
ICFR ,
New Amendments ,
Publicly-Traded Companies ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Smaller Reporting Companies
The SEC announced that it is providing conditional regulatory relief for certain publicly traded company filing obligations under the federal securities laws. The impacts of the coronavirus may present challenges for certain...more
3/5/2020
/ Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Filing Deadlines ,
Form 8-K ,
Form S-3 ,
Form S-8 ,
Publicly-Traded Companies ,
Relief Measures ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Shawn Severson is the owner and manager of EnergyTech Investor, LLC. Between August 2015 and March 2018, UQM Technologies, Inc., or UQM, retained Severson, through EnergyTech Investor and another firm, to provide investor...more
The SEC announced charges against alcohol producer Diageo plc for failing to make required disclosures of known trends relating to the shipments of unneeded products by its North American subsidiary to distributors. Diageo...more
2/19/2020
/ Beverage Manufacturers ,
Disclosure Requirements ,
Enforcement Actions ,
Failure To Disclose ,
Inventory ,
Market Infrastructure ,
Misleading Impressions ,
Popular ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Revenue ,
Revenue Growth ,
Sales & Distribution Agreements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions ,
Settlement Agreements ,
Subsidiaries ,
Supply and Demand ,
Target Amounts ,
Wine & Alcohol
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
The SEC recently revised Instruction 1 to Item 303(a) to allow registrants who are providing financial statements covering three years in a filing to omit discussion of the earliest of the three years if such discussion was...more
The SEC has issued new guidance it believes will assist public companies both in assessing materiality and in drafting disclosure related to risks to technology and intellectual property that may result from conducting...more
1/3/2020
/ Asset Protection ,
Corporate Governance ,
Cross-Border Transactions ,
Customer Information ,
Data Management ,
Data Theft ,
Disclosure Requirements ,
Foreign Agents ,
Intellectual Property Protection ,
Investment ,
Investor Protection ,
Materiality ,
New Guidance ,
Popular ,
Property Theft ,
Proprietary Information ,
Publicly-Traded Companies ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Trade Secrets ,
Trademarks
The SEC is proposing Rule 13q-1 and an amendment to Form SD to implement Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “DoddFrank Act”) relating to disclosure of payments by resource...more
12/20/2019
/ Amended Regulation ,
Annual Reports ,
Corporate Issuers ,
Disclosure Requirements ,
Dodd-Frank ,
Energy Projects ,
Foreign Governments ,
Form SD ,
Mineral Extraction ,
Natural Resources ,
Oil & Gas ,
Regulatory Agenda ,
Resource Extraction ,
Rulemaking Process ,
Section 1504 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The SEC has proposed amendments to the definition of “accredited investor” to add new categories of qualifying natural persons and entities and to make certain other modifications to the existing definition....more
12/19/2019
/ Accredited Investors ,
Credentialing ,
Limited Liability Company (LLC) ,
Natural Person Requirement ,
Professional Certifcates ,
Proposed Amendments ,
Publicly-Traded Companies ,
Registered Investment Advisors ,
Rule 501 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The SEC has proposed amendments to the definition of “accredited investor” to add new categories of qualifying natural persons and entities and to make certain other modifications to the existing definition....more
12/19/2019
/ Accredited Investors ,
Credentialing ,
Limited Liability Company (LLC) ,
Natural Person Requirement ,
Professional Certifcates ,
Proposed Amendments ,
Publicly-Traded Companies ,
Registered Investment Advisors ,
Rule 501 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Nasdaq has proposed new Rule 5120 permitting Nasdaq to halt trading in a security and request information from the company regarding the number of unrestricted publicly held shares when Nasdaq observes unusual trading...more
12/10/2019
/ Nasdaq ,
Popular ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rulemaking Process ,
Sales of Securities ,
Securities Regulation ,
Securities Traders ,
Standstill Agreements ,
Trading Platforms ,
Trading Policies
Calumet Specialty Products Partners, L.P. disclosed in its third-quarter 2017 Form 10-Q that, beginning in September 2017, Calumet’s implementation of its new enterprise resource planning (“ERP”) system had resulted in...more
11/27/2019
/ Books & Records ,
Civil Monetary Penalty ,
Enforcement Actions ,
Financial Reporting ,
Financial Statements ,
Form 10-Q ,
Form 8-K ,
ICFR ,
Internal Controls ,
Popular ,
Securities Regulation ,
Securities Violations
At an open meeting on November 5th, SEC Commissioners voted 3-2 to propose potentially significant changes to the shareholder proposals process under Rule 14a-8 with respect to the bases upon which issuers can seek to omit...more
11/7/2019
/ Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Advisors ,
Proxy Materials ,
Proxy Season ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rule 14a-8 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Threshold Requirements
In PWP Xerion Holdings III LLC v Red Leaf Resources, Inc. discussed disputed consent rights in connection with a joint venture. In so doing, Vice Chancellor Laster had to consider the meaning of the word “affiliate.”...more
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
In a settled enforcement action, the SEC resolved allegations related to non-monetary transactions regarding certain Comscore transactions. The enforcement action also involved disclosures surrounding the number of...more
9/30/2019
/ Disclosure Requirements ,
Enforcement Actions ,
Failure To Disclose ,
Misleading Impressions ,
Publicly-Traded Companies ,
Quarterly Report ,
Regulatory Violations ,
Revenue Growth ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Settlement Agreements
The SEC recently settled an enforcement action against Mylan N.V., claiming Mylan failed to timely disclose to investors a possible loss relating to a nearly two-year Department of Justice probe into whether Mylan...more
9/30/2019
/ Department of Justice (DOJ) ,
Disclosure Requirements ,
Enforcement Actions ,
False Billing ,
Final Judgment ,
Form 10-Q ,
Investigations ,
Loss Contingencies ,
Medicaid ,
Medical Devices ,
Motion To Enjoin ,
Mylan Pharmaceuticals ,
Pharmaceutical Industry ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Statute of Limitations
The SEC has issued proposed rule amendments to modernize the description of business, legal proceedings and risk factor disclosures that registrants are required to make pursuant to Regulation S-K. The SEC stated the proposed...more