News & Analysis as of

C&DIs

More On Disclosure Under SEC Rule 701(e)

by Allen Matkins on

As mentioned yesterday, Corporation Finance (often referred to as “Corp Fin”) recently issued a Compliance & Disclosure Interpretation with respect to the disclosure delivery requirements under Rule 701(e). I find myself...more

SEC's Latest Guidance Clarifies Rule 701 Disclosure Delivery Requirements

by Fenwick & West LLP on

The U.S. Securities and Exchange Commission (SEC) on November 6, 2017, clarified the requirements for delivering financial and other disclosures to employees and other service providers receiving options and other equity...more

Corp Fin’s New Rule 701 C&DI And California’s Compensation Plan Exemption

by Allen Matkins on

Yesterday, Broc Romanek reported that Corp Fin has published a new C&DI addressing the permissibility of electronic delivery of disclosures under Rule 701(e). Readers will recall that Rule 701 is an exemption from the...more

Additional Rule 701 Guidance

On November 6, 2017, the Staff of the Division of Corporation Finance provided additional guidance on Rule 701 by issuing this new Compliance and Disclosure Interpretation, Question 271.25, reprinted below...more

Corporate and Financial Weekly Digest - Volume XII, Issue 42

SEC/CORPORATE - SEC Division of Corporation Finance Issues C&DI Clarifying Exemptions for Non-GAAP Information in Forecasts for M&A Transactions - On October 17, the staff of the Securities and Exchange Commission’s...more

Tracking State Crowdfunding Regulations

With the effectiveness of Regulation Crowdfunding in May 2016 and amended Securities Act Rule 147 and new Securities Act Rule 147A in April 2017, there has been increasing interest in intrastate crowdfunded offerings. The...more

The Financial Report, Vol. 6, No. 20

by DLA Piper on

Last week the SEC announced that Brett Redfearn has been named Director of the Division of Trading and Markets. The Division oversees all aspects of the securities markets, including the various marketplaces such as the New...more

Non-GAAP Explained

The use of non-GAAP financial measures by US public companies continues to attract scrutiny. As concern grows that non-GAAP measures are being employed in company disclosures to distort actual performance numbers and, in some...more

SEC Staff Issues New C&DIs Regarding Non-GAAP Measures in Business Combination Context

On October 17, 2017, the Staff of the Securities and Exchange Commission (SEC) issued new Non-GAAP Financial Measures Compliance and Disclosure Interpretations (C&DI) that clarify when financial forecasts used in connection...more

SEC Issues New C&DIs on the Use of Non-GAAP Financial Measures in Forecasts for Business Combination Transactions

On October 17, 2017, the staff (the “Staff”) of the SEC’s Division of Corporation Finance issued two new compliance and disclosure interpretations (“C&DIs”) on the use of non-GAAP financial measures in forecasts for business...more

SEC Issues Guidance on Non-GAAP Financial Measures in Business Combination Projections

by Ropes & Gray LLP on

On October 17, 2017, the SEC’s Division of Corporation Finance issued new guidance clarifying the circumstances under which financial forecasts included in registration statements, proxy statements or tender offer statements...more

SEC Provides Further Guidance on Pay Ratio Disclosures

by BakerHostetler on

Last week, the Securities and Exchange Commission (SEC) provided additional guidance for complying with the pay ratio disclosure requirements adopted under the Dodd-Frank Act that take effect in 2018. According to SEC...more

SEC Issues New Guidance to Help Companies Prepare CEO Pay Ratio Disclosures

by Perkins Coie on

The Securities and Exchange Commission recently issued new guidance to help companies prepare their pay ratio disclosures that provides some relief for companies—and further validates that these rules are highly unlikely to...more

SEC Relaxes Pay Ratio Rules to Facilitate 2018 Proxy Disclosures

On September 21, 2017, the Securities and Exchange Commission (SEC) issued an interpretive release and new/revised C&DIs to assist companies in their efforts to comply with the pay ratio disclosure requirement. The guidance...more

The SEC's New Guidance Provides Additional Flexibility for Compliance With CEO Pay Ratio Disclosure

by White & Case LLP on

On September 21, 2017, the Securities and Exchange Commission ("SEC") issued an interpretive release and the staff of the Division of Corporation Finance (the "Staff") published separate guidance and revised Compliance and...more

Corporate and Financial Weekly Digest - Volume XII, Issue 37

SEC/CORPORATE - SEC and Division of Corporation Finance Issue New Pay Ratio Disclosure Guidance - On September 21, the Securities and Exchange Commission (SEC) issued an interpretive release (available here) regarding...more

"It all sounds very reasonable..." New SEC Guidance Emphasizes Reasonableness and Flexibility in CEO Pay Ratio Disclosure

by Seyfarth Shaw LLP on

On September 21, 2017, the Securities and Exchange Commission (the “SEC”) published an interpretative release and related compliance and disclosure interpretations (“C&DIs”) for registrants regarding the CEO pay ratio...more

SEC Relaxes Pay Ratio Rules To Facilitate 2018 Proxy Disclosures

On September 21, 2017, the Securities and Exchange Commission (SEC) issued an interpretive release and new/revised C&DIs to assist companies in their efforts to comply with the pay ratio disclosure requirement. The guidance...more

SEC Provides Further Guidance on Pay Ratio Disclosure

by Dorsey & Whitney LLP on

On September 21, 2017, the Securities and Exchange Commission issued additional guidance on the CEO pay ratio rule, which will require most public companies to report the pay ratio of their CEO to their median employee in...more

SEC Releases Additional Guidance on Pay Ratio Disclosure Rules

On September 21, 2017, the U.S. Securities and Exchange Commission (SEC) released additional guidance on the pay ratio disclosure rules that require public companies to disclose how the compensation of their chief executive...more

SEC Issues Pay Ratio Guidance

by Shearman & Sterling LLP on

With the first required pay ratio disclosures only a few months away, the Commission, on September 21, 2017, issued an interpretative release intended to assist registrants in their compliance efforts. The guidance in the...more

Corporate and Financial Weekly Digest - Volume XII, Issue 36

SEC/CORPORATE - Implementation of Pay Ratio Disclosure Requirement Not Expected to Be Delayed - On September 15, at the ABA Business Law Section Annual Meeting, the Securities and Exchange Commission (SEC) Division of...more

SEC Issues Revised C&DIs Reflecting Updates for Prior Amendments to Rules 147 and 504, the Repeal of Rule 505 and Clean-up Changes

On September 20, 2017, the staff of the SEC’s Division of Corporation Finance issued revised compliance and disclosure interpretations (“C&DIs”) for purposes reflecting updates for prior amendments to Securities Act Rules 147...more

SEC Provides Additional Pay Ratio Interpretive Guidance

by Ropes & Gray LLP on

The Securities and Exchange Commission (SEC) yesterday issued interpretive guidance on the CEO pay ratio rule. Separately, the SEC’s Division of Corporation Finance issued guidance on calculation of the pay ratio. These moves...more

Pay Ratio is a Go!: The Commission and the Division of Corporation Finance Provide Guidance and Updated C&DIs

by Locke Lord LLP on

On September 21, 2017, both the Securities and Exchange Commission (the “Commission”) and its Division of Corporation Finance (“Corp Fin”) provided guidance on the pay ratio disclosure requirement mandated by the Dodd-Frank...more

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