News & Analysis as of

Regulation S-K

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

SEC Proposes Rules to Implement FAST Act Mandate to Modernize and Simplify Disclosure

by Dorsey & Whitney LLP on

On October 11, the Securities and Exchange Commission proposed amendments to a wide range of its disclosure rules and forms with the goals of updating, streamlining and otherwise improving the SEC’s disclosure requirements...more

The SEC Proposes Amendments to Modernize and Simplify Regulation S-K

by Allen & Overy LLP on

On October 11, 2017, the Commissioners of the U.S. Securities and Exchange Commission (SEC) voted unanimously in an open meeting to propose amendments to Regulation S-K and related rules and forms. ...more

SEC Staff Issues New C&DIs Regarding Non-GAAP Measures in Business Combination Context

On October 17, 2017, the Staff of the Securities and Exchange Commission (SEC) issued new Non-GAAP Financial Measures Compliance and Disclosure Interpretations (C&DI) that clarify when financial forecasts used in connection...more

News Round Up - October 2017

by Morrison & Foerster LLP on

Treasury Report, Part II: Regulation of the Capital Markets - The U.S. Department of the Treasury (“Treasury Department” or “Treasury”) issued its second report (of four reports), titled “A Financial System that Creates...more

SEC Proposes Amendments to Modernize and Simplify Regulation S-K

by Foley & Lardner LLP on

On October 11, 2017, the U.S. Securities and Exchange Commission (SEC) voted to propose amendments to modernize and simplify disclosure requirements in Regulation S-K and related rules and forms to reduce the costs and...more

Supreme Court Argument In Leidos Removed From Calendar

by Shearman & Sterling LLP on

Resolution of whether Item 303 of Securities and Exchange Commission Regulation S-K creates an affirmative duty to disclose and a private right of enforcement under the Securities Exchange Act of 1934 will have to wait. On...more

SEC Proposes Rules To Modernize And Simplify Certain Disclosure Requirements In Regulation S-K And Related Rules And Forms

by Akerman LLP on

On October 11, 2017, the U.S. Securities & Exchange Commission (the Commission) proposed amendments to simplify and modernize the disclosure obligation of public companies in an effort to reduce costs and burdens on...more

Corporate and Financial Weekly Digest - Volume XII, Issue 40

by Katten Muchin Rosenman LLP on

SEC/CORPORATE - SEC-Proposed Amendments to Modernize, Simplify and Increase the Accessibility of Required Disclosure - As previously reported in the October 13, 2017 edition of Corporate & Financial Weekly Digest, on...more

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