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Disclosure Requirements Securities and Exchange Commission (SEC) Federal Register

Fenwick & West LLP

SEC’s New Disclosure Rules Impact SPACs and Target Companies

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Almost two years after the publication of proposed rules (the Proposed Rules) on March 30, 2022, the SEC has adopted final rules (the Final Rules) to enhance disclosure and expand liability in initial public offerings by...more

Morrison & Foerster LLP

ESG Claim to Fame: Addressing Fund Names and Safeguarding Investor Expectations Under the SEC's Amended Names Rule

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Regulators across the globe continue to focus on disclosures and marketing relating to environmental, social, and governance (ESG) issues. Consistent with this trend, on September 20, 2023, the U.S. Securities and Exchange...more

Paul Hastings LLP

SEC Cyber Rules Published in Federal Register

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The SEC’s Cybersecurity Risk Management Strategy, Governance, and Incident Disclosure Rules were officially published in the Federal Register on August 4, 2023 and go into effect on September 5, 2023....more

Orrick, Herrington & Sutcliffe LLP

SEC adopts breach-reporting rules, establishes requirements for cybersecurity risk management

On July 26, a divided SEC adopted a final rule outlining disclosure requirements for publicly traded companies in the event of a material cybersecurity incident. ...more

Constangy, Brooks, Smith & Prophete, LLP

SEC adopts new rule on cybersecurity risk management, disclosure

On July 26, the Securities and Exchange Commission adopted a new rule regarding cybersecurity risk management, strategy, governance, and incident disclosure. The “Cybersecurity Incident Disclosure Rule” will be applicable to...more

Dechert LLP

SEC Adopts Share Repurchase Disclosure Rules

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Issuers must disclose daily quantitative share repurchase information on a quarterly or semi-annual basis depending on the type of issuer, but not after every repurchase as had been initially proposed - Issuers must...more

Wilson Sonsini Goodrich & Rosati

How Long Does It Usually Take for SEC Rules To Be Published in the Federal Register?

The U.S. Securities and Exchange Commission (SEC), under Chair Gary Gensler, has a robust rulemaking agenda with substantial new governance and disclosure requirements and proposed requirements. In 2022, the SEC approved a...more

Vinson & Elkins LLP

Proposed Amendments to the Federal Acquisition Regulation —Greenhouse Gas Emissions and Climate-Related Financial Risks

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The Federal Acquisition Regulatory Council (“FAR Council”) published a proposed rule in the Federal Register on November 14, 2022, that would create several significant compliance obligations for federal contractors....more

Keating Muething & Klekamp PLL

SEC Adopts Dodd-Frank Clawback Rules: Executive Compensation Recovery Expands to “little r” restatements

On October 26, 2022, the Securities and Exchange Commission adopted the clawback rules required by Section 10D of the Securities Exchange Act of 1934, which was added over a dozen years ago by the Dodd-Frank Act. Stock...more

Fox Rothschild LLP

What Do ESG Funds and Fat-Free Milk Have in Common? Not Enough, According to SEC Chairman Gary Gensler

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The Securities and Exchange Commission (SEC) proposed changes on May 25, 2022, to the rules and disclosure forms pertaining to the ways advisers and funds incorporate Environmental, Social, and Governance (ESG) factors into...more

Vinson & Elkins LLP

Expanded Liability for Companies Under The SEC's Proposed Climate Disclosure Rule

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On March 21, the Securities and Exchange Commission released its much-anticipated proposed climate disclosure rule that would require public issuers to provide certain climate-related information in their public filings. ...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Streamlines Financial Disclosure Requirements under Regulation S-K for Reporting Companies

The amendments are designed to increase focus on material information while simplifying compliance efforts. The amendments eliminate the five-year selected financial data requirement, limit selected quarterly financial...more

Vinson & Elkins LLP

Third Time’s A Charm! SEC Finally Approves New Rule Requiring Mining, Gas, And Oil Firms To Disclose Government Payments

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On December 16, 2020, the SEC passed a new rule which will require publicly traded companies operating in the oil and gas industries to disclose payments that they make to foreign governments. The SEC voted to adopt rules...more

Morrison & Foerster LLP

U.S. SEC Adopts Changes To Business, Legal Proceeding, And Risk Factor Disclosure Requirements

On August 26, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the description of business, legal proceeding, and risk factor disclosures that are required pursuant to Regulation S-K. The SEC has...more

Vinson & Elkins LLP

SEC Alters Long-Standing Monetary Sanctions Threshold For Disclosing Environmental Proceedings: Hybrid Approach Adopted

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On August 26, 2020, the U.S. Securities and Exchange Commission (“SEC”) issued a final rule amending Regulation S-K that, among other things, changes a long-standing test obligating registrants to disclose certain...more

Foley & Lardner LLP

SEC Amends Regulation S-K to Modernize Business, Legal Proceedings and Risk Factor Disclosures

Foley & Lardner LLP on

On August 26, 2020, the U.S. Securities and Exchange Commission (“SEC”) announced it had adopted a series of amendments (the “Amendments”) to Regulation S-K to modernize the description of business (Item 101), legal...more

Perkins Coie

SEC Modernizes Reg S-K Disclosure Rules for Business, Legal Proceedings, and Risk Factors

Perkins Coie on

The U.S. Securities and Exchange Commission on August 26, 2020, approved the first significant amendments to the rules governing the description of business, legal proceedings, and risk factor disclosures in SEC filings in...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Amends Disclosure Requirements for Business Description, Legal Proceedings and Risk Factors

Companies will need to address these amendments when preparing their future SEC reports to reflect the SEC’s changes to certain long-standing disclosure requirements. Items 101 (Description of Business), 103 (Legal...more

Bass, Berry & Sims PLC

Practical Takeaways on SEC Amended Disclosure Requirements for Business Description, Legal Proceedings and Risk Factors under...

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On August 26, the SEC voted to adopt amendments to modernize the description of business (Item 101), legal proceedings (Item 103), and risk factor disclosures (Item 105) that registrants are required to make pursuant to...more

Akin Gump Strauss Hauer & Feld LLP

SEC Staff Publishes C&DI Clarifying Effectiveness of Recently Issued Disclosure Simplification Rules

On September 25, 2018, the staff of the Division of Corporation Finance (the SEC Staff) of the Securities and Exchange Commission (SEC) released Compliance and Disclosure Interpretation 105.09 (C&DI 105.09), which clarifies...more

Morrison & Foerster LLP - JOBS Act

SEC Division of Corporation Finance Update

At the American Bar Association’s Fall Meeting, Keith Higgins, Director of the SEC’s Division of Corporation Finance (the “Division”), gave his last “Dialogue with the Director” given the upcoming change in administration. ...more

Troutman Pepper

Crowdfunding Regulations

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On October 30, 2015, the Securities and Exchange Commission (SEC) adopted final crowdfunding rules. More than two years after the publication of the proposed crowdfunding rules, the SEC approved regulations that permit...more

K&L Gates LLP

U.S. SEC Proposes Liquidity Risk Management Programs, Optional “Swing Pricing,” and Liquidity Reporting for Mutual Funds and...

K&L Gates LLP on

On September 22, 2015, the Securities and Exchange Commission (“SEC”) proposed a new rule and amendments to rules and reporting forms under the Investment Company Act of 1940 (the “1940 Act”), designed to standardize...more

Orrick - Finance 20/20

SEC Seeks Public Comment on Regulation S-X

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On September 25, the U.S. Securities and Exchange Commission (the “SEC”) announced that it is seeking public comment on the effectiveness of financial disclosure requirements in Regulation S-X. The request for comments...more

Perkins Coie

SEC Proposes Rules to Implement Dodd-Frank Act Executive Compensation Clawback

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The Securities and Exchange Commission (SEC) recently proposed another long-awaited set of rules to implement the clawback policy required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). ...more

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