News & Analysis as of

Disclosure Regulation S-K

Pillsbury Winthrop Shaw Pittman LLP

Supreme Court Unanimously Rules “Pure Omissions” Not Actionable under SEC Rule 10b-5 Even If Disclosure Required by Item 303 of...

A company cannot be sued by private parties under Rule 10b-5(b) for a “pure omission” but can be liable for omissions that render other statements misleading. “Pure omissions” cannot be attacked in private 10b-5(b)...more

Bass, Berry & Sims PLC

U.S. Supreme Court Unanimously Holds Pure Omissions in Item 303 Disclosures Not Actionable under Private Securities Laws

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The U.S. Supreme Court has unanimously ruled that pure silence in MD&A statements are not actionable in shareholder securities fraud cases.  The case is important for issuers and shareholders alike for several reasons: -...more

Jenner & Block

Client Alert: Supreme Court Clarifies that Pure Omissions Under Item 303 of Reg. S-K Are Not Actionable Under Rule 10b–5(b)

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On April 12, 2024, in Macquarie Infrastructure Corp. v. Moab Partners, L.P., the US Supreme Court held that a company’s mere failure to disclose information required by management’s discussion and analysis (Item 303 of SEC...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Staff Issues New and Revised Pay-Versus-Performance Compliance & Disclosure Interpretations

On November 21, 2023, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued eight new Compliance & Disclosure Interpretations (C&DIs), and revised two previously issued C&DIs,...more

Vinson & Elkins LLP

Not Lovin’ It: SEC’s Settlement With McDonald’s Former CEO Highlights Continued Focus on Executive-Related Disclosures

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On January 9, 2023, the Securities and Exchange Commission (“SEC”) issued a cease-and-desist order (the “Order”)1 charging McDonald’s Corporation (“McDonald’s”) and its ex-CEO, Stephen Easterbrook, with multiple disclosure...more

Bass, Berry & Sims PLC

A Survey of Recent SEC Comment Letters on Human Capital Disclosures

Late last year, the Securities and Exchange Commission (SEC) adopted amendments to modernize the description of business, legal proceedings, and risk factor disclosures that registrants are required to make according to...more

Wilson Sonsini Goodrich & Rosati

SEC Adopts Amendments to Modernize MD&A and Other Financial Disclosure Requirements

On November 19, 2020, the U.S. Securities and Exchange Commission (SEC) announced that it voted to adopt amendments to modernize, simplify, and enhance certain financial disclosure requirements in Regulation S-K, including...more

Fox Rothschild LLP

SEC Mandates Disclosure Of ‘Human Capital’ Resources

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By a 3-2 vote along party lines, the U.S. Securities and Exchange Commission (SEC) adopted sweeping changes to Regulation S-K, the regulation primarily concerned with its public company disclosure regime. Public companies...more

Bass, Berry & Sims PLC

Behind the SEC Curtain - Practical Tips for Interacting with the SEC Staff

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I recently presented to the Corporate & Securities Law Committee of the Association of Corporate Counsel (ACC) on the topic entitled “Behind the SEC Curtain: Practical Tips for Interacting with the SEC Staff.” The...more

Morrison & Foerster LLP - JOBS Act

Hyperlinking to Exhibits

Earlier this week, as part of the continuing Disclosure Effectiveness initiative, the SEC released a proposed rule for comment that would require registrants that file registration statements and periodic and current reports...more

WilmerHale

Energy Sector Alert Series: Climate Change Disclosures in 2016

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In this eight-week alert series, we are providing a broad look at current and emerging issues facing the energy sector. Attorneys from across the firm will discuss issues ranging from environmental disclosures and risk...more

Stinson - Corporate & Securities Law Blog

MD&A Rules Do Not Create Rule 10b-5 Disclosure Obligation

The Ninth Circuit recently examined whether Item 303 of Regulation of S-K, which sets forth the MD&A rules, creates an affirmative duty of disclosure on which to pin a Rule 10b-5 case. The case centered around a significant...more

Cooley LLP

SEC Staff To Issue Guidance Related To New Revenue Recognition Standard

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With 700 pages of new rules released regarding FASB’s new revenue recognition standard, it’s no wonder that companies have a lot of questions about the rules. (For more on the standard, see this post .) According to this...more

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