News & Analysis as of

Hedging Regulation S-K

Orrick, Herrington & Sutcliffe LLP

Considerations for Company Insiders When Contemplating Pledging Shares

For many insiders at a newly formed public company, a large portion of their net worth is potentially tied up in holdings of their company’s publicly-traded shares. These insiders often face challenges obtaining liquidity...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

Dorsey & Whitney LLP

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

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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

Cooley LLP

Blog: How are companies approaching the new requirement for hedging policy disclosure?

Cooley LLP on

At the end of 2018, the SEC dredged up its 2015 rule proposal regarding hedging disclosure (required by Dodd-Frank) and voted to adopt final rule amendments. The amendments mandate disclosure about the ability of a company’s...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

A&O Shearman

Hot Topics: Dodd-Frank Act Hedging Policy Disclosures Begin

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Although final rules were published in December of 2018, July 1st marked the date that issuers (other than smaller reporting companies and emerging growth companies) must begin complying with the Dodd-Frank Act’s hedging...more

Skadden, Arps, Slate, Meagher & Flom LLP

Reminders for Annual Meeting Proxy Materials

When finalizing proxy materials for annual shareholder meetings, companies should consider the following U.S. Securities and Exchange Commission (SEC) rules and related SEC staff guidance, as well as stock exchange listing...more

Cadwalader, Wickersham & Taft LLP

SEC Adopts Final Rules for Disclosure of Hedging Policies

The U.S. Securities and Exchange Commission (the “SEC”) approved a final rule on December 18, 2018 implementing Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). ...more

Skadden, Arps, Slate, Meagher & Flom LLP

Trends in Executive Compensation, Employment Law and Compensation Committee Practices

On February 5, 2019, Skadden hosted the webinar “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” The panelists were David Schwartz, Skadden’s global head of Labor and Employment...more

White & Case LLP

Hard at Work Closing Out an Already Active 2018

White & Case LLP on

SEC Adopts Hedging Rules, Extends Regulation A to all Public Companies and Solicits Comments on Earnings Releases and Quarterly Reports. SEC Adopts Rules for Public Companies to Use Regulation A - Keeping up with the...more

BakerHostetler

SEC Adopts Final Rule on Disclosure of Hedging Policies

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The Securities and Exchange Commission (SEC) recently adopted a final rule requiring companies to disclose practices or policies related to the ability of employees (including officers) and directors to engage in hedging...more

Harris Beach PLLC

New SEC Rules Will Require Disclosure of Hedging Policies

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The Securities and Exchange Commission (SEC) has adopted new rules that will require public companies to disclose their hedging practices and policies for employees, officers and directors in proxy and information statements...more

Cooley LLP

Alert: SEC Adopts Final Hedging Disclosure Rules

Cooley LLP on

On December 18, 2018, the SEC voted to adopt – finally – a proposal, initially released in 2015, to implement section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Section 955 mandated...more

K&L Gates LLP

Hedging Disclosure Is Here: SEC Adopts Final Rules

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On December 18, 2018, the Securities and Exchange Commission (the “SEC”) adopted final hedging disclosure rules, which were initially proposed more than three years ago, as directed by Section 955 of the Dodd-Frank Wall...more

Bracewell LLP

SEC Adopts Final Rules for Disclosure of Hedging Policies

Bracewell LLP on

The Securities and Exchange Commission recently approved final rules to require disclosure of hedging practices, implementing a Dodd-Frank Act mandate. New Item 407(i) of Regulation S-K requires a company to describe in its...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Adopts Hedging Policy Disclosure Requirements

On December 18, 2018, the Securities and Exchange Commission (SEC) adopted final rules that will require hedging policy disclosures. The new rules, mandated by Section 955 of the Dodd-Frank Wall Street Reform and Consumer...more

Morgan Lewis

SEC Adopts Final Rules to Disclose Hedging Policies

Morgan Lewis on

The US Securities and Exchange Commission (SEC) issued final rules on December 20, 2018, requiring companies to disclose, in proxy or information statements for the election of directors, their policies and procedures on the...more

Locke Lord LLP

SEC’s New Rules on Hedging Disclosure

Locke Lord LLP on

On December 18, 2018, the Securities and Exchange Commission (the “SEC”) adopted final rules requiring companies to disclose in proxy or information statements for the election of directors any practices or policies regarding...more

Alston & Bird

SEC Adopts Final Rules on Hedging Disclosures

Alston & Bird on

Our Securities Group provides an overview of the Securities and Exchange Commission’s new rules for disclosure of a company’s hedging practices....more

A&O Shearman

New Year, New Rules: Arrival of the Final Hedging Disclosure Rules

A&O Shearman on

On December 18, 2018, the Securities and Exchange Commission (SEC) approved long-awaited final rules implementing Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Consistent with the proposed...more

Allen Matkins

Surprise! The SEC Coins A Nearly Novel Disclosure Requirement

Allen Matkins on

Earlier this month, the Securities and Exchange Commission added a new paragraph (i) to Item 407 requiring a company to describe any practices or policies regarding hedging transactions. The fact that the SEC took this...more

Cooley LLP

Blog: SEC adopts final hedging disclosure rules

Cooley LLP on

Happy holidays and happy new year everyone! On Tuesday, the SEC finally dredged up the 2015 proposal to implement section 955 of Dodd-Frank regarding hedging disclosure in proxy statements and, without an open meeting,...more

Sullivan & Worcester

SEC Adopts Rules for Disclosure of Hedging Policies

Sullivan & Worcester on

Yesterday, December 18, 2018 (without a meeting), the SEC approved final rules to require companies to disclose in proxy or information statements for the election of directors any practices or policies regarding the ability...more

Stinson - Corporate & Securities Law Blog

SEC Finalizes Dodd-Frank Hedging Rules

On December 18, 2018, the SEC approved final rules on hedging that require companies to disclose practices or policies related to the ability of employees or directors to engage in hedging transactions with respect to a...more

Dorsey & Whitney LLP

SEC Adopts Hedging Disclosure Rules

Dorsey & Whitney LLP on

The SEC adopted new rules today that will require disclosure of a company’s hedging policies in proxy statements or information statements relating to the election of directors. The new rules are set forth in new Item...more

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