News & Analysis as of

Form 10-K

SEC Issues $35 Million Fine For Alleged Failure To Disclose Data Breach

by Shearman & Sterling LLP on

On April 24, 2018, the United States Securities and Exchange Commission (“SEC”) instituted a settled administrative proceeding against Altaba Inc., f/d/b/a Yahoo! Inc. (“Yahoo!”) for allegedly failing to disclose a...more

SEC Targets Inadequate Cyberbreach Disclosure in Yahoo! Settlement

by WilmerHale on

On April 24, 2018, the Securities and Exchange Commission announced a settled enforcement proceeding against Altaba Inc. (formerly known as Yahoo! Inc.) arising out of data breaches suffered by Yahoo in 2014, 2015 and 2016....more

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

by Bass, Berry & Sims PLC on

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

California Gender Equity Quota Bill Advances

by Allen Matkins on

An effort by several California legislators to impose gender quotas on publicly held corporations will be heard next week by the Banking and Financial Institutions Committee. SB 826, as amended on April 3, will apply to both...more

Even as Data Breaches Continue to Increase, Obstacles Remain for Litigants Seeking to Pursue Securities Fraud and Derivative Suits

by Pepper Hamilton LLP on

Despite focused media coverage and a steady increase in the number of data breaches involving public companies, there has not been a corresponding increase in shareholder securities fraud and shareholder derivative claims...more

Don’t Overlook the SEC’s Cybersecurity Governance Guidance

In late February, the SEC approved what it labeled “Guidance on Public Company Cybersecurity Disclosures.” And, sure enough, about three-quarters of its 24 pages focus on the various categories and locations of cybersecurity...more

CEO Pay Ratio Checklist

Many issuers are currently either finalizing their first pay ratio disclosure, or are beginning the process of identifying their median employee. We developed a comprehensive step-by-step checklist with practice tips to help...more

SEC Reiterates Cybersecurity Guidance and Provides Color on Disclosure Implications

by Goodwin on

On February 20, 2018, the Securities and Exchange Commission published Commission Statement and Guidance on Public Company Cybersecurity Disclosures (the “Release”), which states the Commission’s interpretive views on...more

SEC Releases Guidance on Public Company Cybersecurity Disclosures

by Jones Day on

The SEC's new guidance on public company cybersecurity disclosures and Chairman Clayton's accompanying statement emphasize the SEC's expectations that public companies: (i) implement comprehensive cybersecurity policies that...more

SEC Approves Guidance on Public Company Cybersecurity Disclosures

by WilmerHale on

On February 21, 2018, the Securities and Exchange Commission (SEC) approved an interpretive release updating guidance on public company disclosure and other obligations concerning cybersecurity matters. The interpretive...more

Was This Interim Final Rule More Final Than Interim?

by Allen Matkins on

I in this post from July 2016, I took the Securities and Exchange Commission to task for adding Item 16 to Form 10-K as an "Interim Final Rule". As I then explained, Interim Final Rules constitute an end-run on the notice...more

Does California Place Your Company At Risk?

by Allen Matkins on

Is doing business in California risky? More than a few companies seem to think so. Below are few California related risks that I noticed in the risk factors section of recently filed Form 10-Ks. ...more

DOJ Investigates FHA Loans Issued by Florida-Based Mortgage Subsidiary

by Goodwin on

On January 25, 2018, a Florida-based homebuilder filed its Form 10-K annual report with the Securities and Exchange Commission (SEC), disclosing that its “mortgage subsidiary has been subpoenaed by the United States...more

Preparation for 2017 Fiscal Year-End SEC Filings and 2018 Annual Shareholder Meetings

by Mintz Levin on

As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange...more

Issue-spotting SEC Reporting Suspension Under Exchange Act Section 15(d)—The Real Hotel California Problem

Section 15(d) of the Securities Exchange Act of 1934 requires an issuer who files a registration statement under the Securities Act of 1933 to file Exchange Act reports with the SEC for at least the year in which the...more

Disclosure Implications of the Tax Cuts and Jobs Act

by Dorsey & Whitney LLP on

As companies prepare their Form 10-K and proxy statement disclosures, they will be challenged with disclosing the impact of the Tax Cuts and Jobs Act on performance results for the purposes of financial reporting as well as...more

Drafting 10-K Disclosures for the Tax Cuts and Jobs Act

Public companies with fiscal quarters ended December 31, 2017, but not fiscal year ends, are beginning to make disclosures showing the effects of the Tax Cuts and Jobs Act in recently filed Form 10-Qs in accordance with SAB...more

A Gift From SEC Staff: Guidance on Tax Act's Form 10-K Accounting Implications

by Jones Day on

The Situation: SEC Staff has provided guidance regarding accounting and disclosure issues arising from the Tax Cut and Jobs Act. The Result: The guidance addresses situations in which ASC Topic 740 accounting cannot be...more

SEC Charges CEO/Director with Sarb-Ox Loan Violations for Unreimbursed Advances that Were Outstanding for 5 to 36 Days and...

According to the SEC in an order settling an enforcement action, Alan Shortall was CEO and Chairman of Unilife Corporation, a Nasdaq listed issuer. According to the SEC, Shortall arranged for Unilife to make personal payments...more

U.S. Chamber Requests SEC Guidance on Impact of Tax Law Changes

The US Chamber of Commerce submitted a letter to the SEC noting the challenges that may exist for many public companies, especially those with complex global operations, by the recent passage of the tax changes. ...more

Preparing for the 2018 Public Company Reporting Season

by Perkins Coie on

In anticipation of the upcoming annual report and proxy season, we are highlighting new requirements and trends for public companies in 2018....more

Recent SEC Comment Letter Trends

In January, I passed along a list of 12 review and comment priorities distributed at the 48th Annual Institute on Securities Regulation in New York by a panel of speakers that included SEC Chief Accountant Wesley Bricker and...more

Corporate Finance Alert: 2018 SEC Filing Deadlines for Companies With December 31, 2017 Fiscal Year End

As the end of the year approaches, reporting companies should be aware of the various SEC filing deadlines for 2018. Companies also should be mindful of the 2018 financial statement “staleness” dates (when financial...more

SEC Releases Proposed Amendments to Modify and Simplify Public Company Disclosure

by Goodwin on

The SEC has proposed many amendments to its disclosure requirements for public company reports and offering documents, based in large part on the SEC staff study contained in its FAST Act Report. Although largely technical,...more

What is an ATM Offering?

by Sullivan & Worcester on

There are many ways for a public company to raise money, but one of the more increasingly popular choices is through an “at-the-market” or ATM offering, whereby a company can sell its securities into an existing trading...more

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Cybersecurity

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