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Amended Rules Regulation S-K

BCLP

Latest SEC Guidance on Rule 10b5-1 Amendments

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As discussed in our December 15, 2022 post, significant amendments to Rule 10b5-1 plan requirements took effect earlier this year. With the Justice Department announcing its first criminal prosecution challenging a Rule...more

Wilson Sonsini Goodrich & Rosati

Snapshot: Risk Factor Trends—Part 1

In 2020, we published our inaugural Risk Factor Trends Report, which summarized the risk factor disclosure practices of the Lonergan Silicon Valley 150 (SV150) prior to the amendments to Item 105, Risk factors, of Regulation...more

McGuireWoods LLP

SEC Adopts Significant Changes to Securities Exchange Act Rule 10b5-1 and Imposes Related Disclosures

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On December 14, 2022, the U.S. Securities and Exchange Commission (SEC) unanimously adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934, which adds new conditions to the use of the affirmative defense...more

Hogan Lovells

SEC rule amendments require proxy disclosure of executive pay versus performance - SEC Update

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On August 25, the SEC adopted rule amendments that require registrants to disclose, in proxy or information statements in which executive compensation disclosure is required, information showing the relationship between...more

Bass, Berry & Sims PLC

Regulation S-K Amendments to MD&A - October 2021

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As we’ve previously blogged, in November 2020, the Securities Exchange Commission (SEC) adopted amendments to the Regulation S-K items related to Management’s Discussion and Analysis (MD&A) as well as certain selected...more

Goodwin

NYSE Amends Related Party Transaction Approval Requirements

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On August 19, 2021, the New York Stock Exchange amended its rules that require approval of related party transactions for NYSE-listed companies. This amendment, which is effective immediately, modifies an earlier amendment to...more

Stinson - Corporate & Securities Law Blog

NYSE Further Amends Related Party Rules

The NYSE recently amended its related party transaction rules to align with Regulation S-K Item 404.  The one key difference from Regulation S-K was that the NYSE did not apply the $120,000 transaction threshold which...more

Goodwin

Effective Date For Amended MD&A And Other Financial Disclosure Rules

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The amendments to the financial disclosure requirements for Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A,” Regulation S-K Item 303), Supplemental Financial Information (Item...more

Pillsbury Winthrop Shaw Pittman LLP

What You Need to Know for Your 2020 Form 10-K

A roundup of the principal new rules and amendments promulgated by the SEC in 2020 that public companies with December 31 fiscal years should consider when preparing their Annual Reports on Form 10-K for 2020. Public...more

Locke Lord LLP

SEC Revision of MD&A – Focus on Future Uncertainties Disclosure

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The Securities and Exchange Commission has continued its effort to update and streamline the disclosure requirements for filings with the SEC. In November, the SEC adopted amendments to the rules for Management’s Discussion...more

Goodwin

SEC Amends MD&A and Other Financial Disclosure Rules

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The U.S. Securities and Exchange Commission (“SEC”) has adopted amendments to several of the financial disclosure requirements in Regulation S-K. Continuing the SEC’s efforts to modernize and streamline its disclosure...more

Troutman Pepper

SEC Eliminates "Competitive Harm" Requirement for Confidential Treatment of Material Contracts and Agreements

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On November 2, the Securities and Exchange Commission (SEC) adopted amendments to simplify and harmonize certain aspects of the exempt offering framework. These amendments included changes to Item 601 of Regulation S-K to...more

Proskauer Rose LLP

SEC Amends MD&A Disclosure Rules and Trims Financial Disclosure Requirements

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On November 19, 2020, the Securities and Exchange Commission (SEC) adopted amendments to Regulation S-K that update and streamline its rules governing Management’s Discussion and Analysis of Financial Condition and Results of...more

Womble Bond Dickinson

SEC Adopts Final Rules to Modernize Financial Disclosure Requirements

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On November 19, 2020, the Securities and Exchange Commission (SEC) adopted final rules to update the core financial disclosure requirements of Regulation S-K – relating to Selected Financial Data, Supplementary Financial...more

Sullivan & Worcester

MD&A and Related Amendments

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The SEC has adopted amendments to Regulation S-K to revise the rules for MD&A and eliminate the requirement for selected financial data in SEC filings. According to the SEC, "The amendments are intended to enhance the focus...more

Cooley LLP

Blog: Corp Fin posts FAQs related to transition to new Reg S-K modernization rules

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Yesterday, Corp Fin posted a few new FAQs regarding the transition to the new amendments to Reg S-K Items 101, 103 and 105, which are designed to modernize the disclosure requirements related to the descriptions of business,...more

Smith Anderson

SEC Continues Effort to Modernize Disclosure Requirements

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Continuing its ongoing effort to modernize and simplify disclosure obligations applicable to public companies, the Securities and Exchange Commission (SEC) recently adopted amendments to certain requirements set forth in...more

Eversheds Sutherland (US) LLP

SEC modernizes the description of business, legal proceedings, and risk factors disclosure requirements

On August 26, 2020, the Securities and Exchange Commission (the SEC) adopted rule amendments to the description of business (Item 101), legal proceedings (Item 103), and risk factor (Item 105) disclosures required by...more

McGuireWoods LLP

SEC Updates Regulation S-K Business Description, Legal Proceeding, Risk Factor Disclosures

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On Aug. 26, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Regulation S-K to “modernize” Items 101, 103 and 105 of Regulation S-K, which relate to business description, legal proceedings and...more

Kilpatrick

SEC Amends Disclosures of Human Capital Resources Under Regulation S-K

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On August 26, 2020, the Securities and Exchange Commission (SEC) announced the adoption of several amendments to take effect 30 days after publication in the Federal Register, including an amendment to Item 101(c) of...more

Faegre Drinker Biddle & Reath LLP

Living in a Material(ity) World: SEC Adopts Regulation S-K Amendments Rooted in Materiality

Continuing a trend favoring a principles-based, materiality-driven disclosure regime, on August 26, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the description of business (Item 101), legal...more

White & Case LLP

SEC Adopts Amendments to Modernize Disclosures and Adds Human Capital Resources as a Disclosure Topic: Key Action Items and...

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On August 26, 2020, the Securities and Exchange Commission ("SEC") adopted amendments  to crucial SEC disclosure requirements under Regulation S-K, including Item 101 (Description of Business), Item 103 (Legal Proceedings)...more

Ballard Spahr LLP

SEC Adopts Rule Amendments to Modernize Certain Disclosures Under Regulation S-K

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By a 3-2 vote, the U.S. Securities and Exchange Commission (SEC) has adopted amendments designed to modernize the disclosure requirements involving description of business (Item 101), legal proceedings (Item 103), and risk...more

Vinson & Elkins LLP

SEC Adopts More Reg S-K Amendments, Continues To Give ESG A Wide Berth

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On August 26, 2020, the Securities and Exchange Commission (“SEC”) adopted amendments to Items 101, 103 and 105 of Regulation S-K. Though the SEC has made changes to certain parts of Regulation S-K over the past few years,1...more

Sullivan & Worcester

Environmental Disclosure Aspects of SEC Regulation S-K Amendments

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The SEC has adopted amendments to modernize certain disclosure requirements set forth in Regulation S-K. Specifically, the SEC updated the items governing a company’s description of environmental proceedings in which the...more

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