News & Analysis as of

Disclosure Requirements Fixing America’s Surface Transportation Act (FAST Act)

Eversheds Sutherland (US) LLP

SEC proposes amendments to modernize MD&A disclosure requirements

On January 30, 2020, the United States Securities and Exchange Commission (the SEC) proposed amendments (the Proposed Amendments) to Item 303 of Regulation S-K, Management’s Discussion & Analysis of Financial Condition and...more

Mitchell, Williams, Selig, Gates & Woodyard,...

Hazardous Materials/FAST Act: Federal Appellate Court Addresses Challenge to PHMSA Disclosure Regulations

On March 17, 2020, the United States Court of Appeals, District of Columbia Circuit (“Court”) addressed a question arising under the Fixing America’s Surface Transportation Act (“FAST”). See Union Pacific Railroad Co. v....more

Nelson Mullins Riley & Scarborough LLP

SEC Disclosure Considerations for Coronavirus - Risk Factors, MD&A and Other Disclosures, Including Guidance on Labor and...

The news reports related to the spread of the coronavirus (temporary name of 2019-nCoV (“CV”)) and current and potential economic impacts from it may raise securities law disclosure issues for some companies. ...more

White & Case LLP

New SEC C&DIs Clarify Aspects of Omitting Discussion of Third Year of Financials from the MD&A

White & Case LLP on

On January 24, 2020, the SEC’s Division of Corporation Finance released three new compliance and disclosure interpretations (“C&DIs”)  related to revised Instruction 1 to Item 303(a) of Regulation S-K (“Instruction 1”),...more

Bass, Berry & Sims PLC

Proxy Statement Rule Change Reminders for 2020

With many year-end companies working on initial drafts of their 2020 proxy statements, we thought it might be worth sending a quick reminder of two recent rule changes – briefly summarized below – that will (modestly) impact...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Proposes Amendments To Enhance MD&A Disclosures and Issues New MD&A Interpretative Guidance

The SEC issued documents on January 30, 2020, regarding management discussion and analysis (MD&A) and other disclosures. ...more

Mayer Brown Free Writings + Perspectives

Omitting Discussion of Third Year in MD&A Sections

As discussed in earlier blog posts, as a result of various FAST Act mandated changes to Regulation S-K, which were adopted by the Securities and Exchange Commission and became effective in May 2019, a registrant may omit a...more

White & Case LLP

Key Considerations for the 2020 Annual Reporting Season

White & Case LLP on

This memorandum outlines key considerations from White & Case’s Public Company Advisory Practice for foreign private issuers (“FPIs”) in preparation for the 2020 annual reporting season. It describes our key considerations...more

Dorsey & Whitney LLP

Did You Remember These Developments for the 2020 SEC Reporting Season?

Dorsey & Whitney LLP on

Preparations for annual reporting on Form 10-K and the 2020 proxy season have begun in earnest for many companies. We have summarized certain governance and disclosure developments that should be considered in the course of...more

Bracewell LLP

Guidance Recap for the Upcoming Annual Report and Proxy Season

Bracewell LLP on

As reporting companies advance in preparations of their 2019 annual report and 2020 proxy statement, this update includes a recap of some of the more significant disclosure rules adopted and other announcements published by...more

Faegre Drinker Biddle & Reath LLP

Making a List and Checking it Twice: Preparing for the Most Wonderful Time of the Year – Annual Report and Proxy Season

With proxy and reporting season preparations in full swing, demands on time are high and resources might be limited, so we focus our reminders on new and changed disclosure items that might otherwise be easy to overlook. ...more

Skadden, Arps, Slate, Meagher & Flom LLP

Form 20-F for Fiscal Year 2019: What Foreign Private Issuers Should Keep in Mind

There have been significant recent developments in U.S. Securities and Exchange Commission (SEC) regulation of foreign private issuers, (FPIs) including changes that impact the annual report on Form 20-F for fiscal year 2019....more

Stinson - Corporate & Securities Law Blog

Preliminary Planning for the 2020 Proxy Season

Our preliminary list of important planning considerations for the 2020 proxy season is set forth below. Directors’ and Officers’ Questionnaires; Committee Charters - We have identified only a few possible changes to...more

Wilson Sonsini Goodrich & Rosati

SEC Proposes Amendments to Further Modernize Regulation S-K Disclosure Requirements

On August 8, 2019, the U.S. Securities and Exchange Commission (SEC) proposed amendments to the requirements related to the description of business, legal proceedings, and risk factors in SEC filings. These amendments are...more

Dechert LLP

SEC Proposes Updates to Disclosure Rules under Regulation S-K

Dechert LLP on

On August 8, 2019, the Securities and Exchange Commission proposed sweeping changes to the disclosures regarding the description of business, legal proceedings and risk factors that reporting companies are required to provide...more

Stinson - Corporate & Securities Law Blog

Examples of New Required Description of Securities in Form 10-K

The Fixing America’s Surface Transportation Act, or FAST Act, required the SEC to consider ways to streamline SEC regulations. Accordingly, the SEC adopted final amendments to its rules that are intended to modernize and...more

Mayer Brown Free Writings + Perspectives

Regulation S-K Business and Risk Factor Changes?

The Securities and Exchange Commission announced an open meeting for August 8th to consider whether to propose rule amendments to modernize the description of business, legal proceedings, and risk factor disclosures required...more

Skadden, Arps, Slate, Meagher & Flom LLP

Investment Management Update - June 2019

In the inaugural issue of Investment Management Update, we summarize regulatory, litigation and industry developments from February 2019 to May 2019 impacting the investment management sector....more

Perkins Coie

SEC’s FAST Act Disclosure Simplification Amendments Effective May 2

Perkins Coie on

The Securities and Exchange Commission (SEC) recently adopted rule amendments to modernize and simplify certain disclosure requirements in Regulation S-K and related SEC rules and forms under the Securities Act of 1933, as...more

Kramer Levin Naftalis & Frankel LLP

SEC Simplifies Disclosure Requirements to Further FAST Act Mandate

The SEC has adopted rule amendments to simplify disclosure requirements consistent with its mandate under the Fixing America’s Surface Transportation (FAST) Act. ...more

Cooley LLP

Alert: SEC Adopts Final Rules to Modernize and Simplify Regulation S-K

Cooley LLP on

On March 20, 2019, the SEC adopted, with a dissent by Commissioner Robert Jackson, changes to its rules and forms designed to modernize and simplify disclosure requirements. The final amendments, FAST Act Modernization and...more

BCLP

FAST Act Rule Changes for Banks

BCLP on

The SEC recently published final rules that allow publicly traded bank holding companies and banks to simplify their public disclosures and provide more meaningful information to investors. Most of the rules become effective...more

Tonkon Torp LLP

SEC Adopts Disclosure Modernization Amendments

Tonkon Torp LLP on

The US Securities and Exchange Commission recently adopted useful housekeeping rule amendments that reduce outdated, redundant, and unnecessary disclosures. The amendments are intended to reduce costs to public companies and...more

McDermott Will & Emery

Capital Markets & Public Companies Quarterly: SEC Modernization and Simplification Amendments, Guidance Regarding Board Diversity...

McDermott Will & Emery on

Although the SEC was closed during the first few weeks of the year, they came back strong to close out the quarter with a flurry of final and proposed rulemakings. Over the first quarter of 2019, the SEC adopted additional...more

McDermott Will & Emery

SEC Adopts Modernization and Simplification of Regulation S-K

McDermott Will & Emery on

On March 20, 2019, the SEC adopted amendments to existing rules that, among other provisions, permit the omission of certain confidential information from material contracts without separately requesting confidential...more

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