News & Analysis as of

Regulation S-K

Risk of investor claims for non-disclosure

by Allen & Overy LLP on

Failure to make certain disclosures required under US securities laws can result in SEC enforcement proceedings. Until recently, however, there was no appellate authority suggesting that one particular provision, Item 303 of...more

Corp Fin Director Discusses Policy, Outreach and Future Areas of Focus

by WilmerHale on

Earlier this month, SEC Division of Corporation Finance Director William Hinman delivered the keynote address at the Practising Law Institute’s Seventeenth Annual Institute on Securities Regulation in Europe. Director Hinman...more

SEC Budget Highlights Capital Formation and Small Business Capital Formation

In the recently released Congressional Budget Justification, the Securities and Exchange Commission highlights a number of priorities. In discussing the Division of Corporation Finance’s activities, the request notes that...more

SEC Enforcement in Financial Reporting and Disclosure—2017 Year-End Update

by Jones Day on

2017 will most likely be remembered as a year of transition, as the Securities and Exchange Commission’s enforcement actions indicate, at least in the near term, an emphasis on specific initiatives and retail investor...more

Last call! SEC’s pay ratio rule effective for 2018 proxy statements

The long-awaited pay ratio rule (the Rule), adopted by the Securities and Exchange Commission (the SEC) on August 5, 2015, finally takes effect in 2018. The Rule, which is intended to provide shareholders with a metric to...more

Who Visits The SEC's Public Reference Room Anyway?

by Allen Matkins on

I see the following disclosure in many Form 10-Ks...more

Blog: First Pay-Ratio Disclosure Sighted

by Cooley LLP on

Thanks to my colleagues Amy Wood, Dani Nazemian and the intrepid Mariane Konstantaras, all three of our Comp & Ben Group, we now have a sighting of pay-ratio disclosure under the new pay-ratio rules, Reg S-K Item 402(u). ...more

Commenters Generally Support SEC’s Simplified Disclosure Proposals Under Regulation S-K

On January 2, 2018, the comment period ended for proposed amendments (the Proposed Amendments) to certain provisions of Regulation S-K that the US Securities and Exchange Commission (SEC) published in October 2017. With a few...more

Five Things Employers Should Know about Tax Reform

With the enactment of the Tax Cuts and Jobs Act comes sweeping changes to executive and equity compensation and employee benefits. Employers should evaluate whether they will be subject to the $1 million tax deductibility...more

Food for Thought, part 8

Below, a continuation of our bibliography of thought-provoking articles on issues related to right-sizing regulation, staying private versus going public, and related topics...more

Pay Ratio Disclosure Checklist

Calculating pay ratios for public companies can be a difficult and time-consuming project. While recent interpretative guidance from the Commission has provided additional flexibility in this process, public companies still...more

Pay Ratio Disclosure And The Sometimes Mythical Median Employee

by Allen Matkins on

Most, but not all, publicly traded companies are, or soon will be, drafting the disclosures required by Section 953(b) of the Dodd Frank Wall Street Reform and Consumer Protection Act. That statute requires the Securities...more

Pay Ratio Disclosure for the Upcoming Proxy Season

by Pepper Hamilton LLP on

This upcoming proxy season, most public companies will be required to include disclosure under Item 402(u) of Regulation S-K (Pay Ratio) for the first time. The Pay Ratio rule was introduced by the Dodd-Frank Wall Street...more

SEC Proposes to Update Regulation S-K

by Baker Donelson on

Recently, the SEC proposed amendments based on recommendations made in the staff's Report on Modernization and Simplification of Regulation S-K. Regulation S-K specifies the contents of issuer securities offering disclosure...more

SEC Investor Advisory Committee Discusses Blockchain’s Effect on Markets

The effect of Bitcoin on securities markets and enhanced measures related to retail investors were the focus at the October meeting of the Securities and Exchange Commission’s (SEC) Investor Advisory Committee (Committee)....more

Securities and Corporate Governance Update – November 2017

by Bryan Cave on

Planning for the 2018 Proxy Season - There are number of important considerations that public companies should be aware of as they begin preparing for the 2018 proxy season, including potential changes in law, pay ratio...more

SEC proposes rule amendments under the FAST Act to modernize and simplify disclosure

by Hogan Lovells on

The SEC recently proposed amendments intended to update, streamline and improve its disclosure framework and to reduce the compliance burden for public companies. The proposed amendments, which are detailed in the proposing...more

Blog: Highlights of the 2017 PLI Securities Regulation Institute

by Cooley LLP on

Summarized below are some of the highlights of the 2017 PLI Securities Regulation Institute panel discussions with the SEC staff (Michele Anderson, Wesley Bricker, Karen Garnett, William Hinman, Mark Kronforst, Shelley...more

The SEC’s Disclosure Modernization Proposals

Recent proposed rules to modernize and simplify SEC disclosure requirements have gotten a lot of attention. You may recall that the Fixing America’s Surface Transportation (FAST) Act of 2015 directed the SEC to issue a...more

Corporate and Financial Weekly Digest - Volume XII, Issue 42

SEC/CORPORATE - SEC Division of Corporation Finance Issues C&DI Clarifying Exemptions for Non-GAAP Information in Forecasts for M&A Transactions - On October 17, the staff of the Securities and Exchange Commission’s...more

SEC Proposes Rule Changes to Modernize and Simplify Public Company Disclosure Requirements

by Reed Smith on

The Securities and Exchange Commission (SEC) issued a long-awaited rule proposal in mid-October implementing many of the SEC staff’s recommendations in its November 2016 Report on Modernization and Simplification of...more

CEO Pay Ratio Disclosure: Comparing CEO and Employee Compensation

by Baker Donelson on

In August 2015, the Securities and Exchange Commission (the SEC) adopted a final rule implementing Section 953(b) of the Dodd-Frank Act. The final rule requires U.S. public reporting companies to disclose the ratio of their...more

SEC Proposes Rules to Modernize and Simplify Regulation S-K Disclosure Requirements

by McGuireWoods LLP on

On Oct. 11, the Securities and Exchange Commission proposed rules to modernize and simplify certain disclosure requirements in Regulation S-K and related rules and forms in order to reduce the costs and burdens on registered...more

The Financial Report, Vol. 6, No. 20

by DLA Piper on

Last week the SEC announced that Brett Redfearn has been named Director of the Division of Trading and Markets. The Division oversees all aspects of the securities markets, including the various marketplaces such as the New...more

Non-GAAP Explained

The use of non-GAAP financial measures by US public companies continues to attract scrutiny. As concern grows that non-GAAP measures are being employed in company disclosures to distort actual performance numbers and, in some...more

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