News & Analysis as of

Regulation S-K

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

Blog: Fallout from pay-ratio reporting

by Cooley LLP on

As a general matter, SEC rules do not mandate companies to disclose details about the composition or location of their workforces; Reg S-K requires disclosure of only the number of employees, but no information about them....more

Blog: Corp Fin posts two new CDIs regarding non-GAAP financial measures in the M&A context (Updated)

by Cooley LLP on

Corp Fin has posted two new CDIs regarding the use of non-GAAP financial measures in connection with business combinations, summarized below: Question 101.02 - In Question 101.01, Corp Fin said that financial measures...more

California Proposes To Base Tax Rate On Compensation Ratio

by Allen Matkins on

The California legislature may soon be considering a bill that would revise the tax rates for publicly held corporations based on their compensation ratios. As introduced by Senator Nancy Skinner, SB 1398 would establish the...more

Top Ten Emerging Trends in Pay Ratio Disclosure

Preliminary trends are emerging from the pay ratio disclosures filed by U.S. public companies in 2018. Few companies use statistical sampling to identify their median employees and, instead, companies rely on a...more

SEC Issues New Interpretive Guidance on Cybersecurity Disclosures

by Hogan Lovells on

On February 21, the Securities and Exchange Commission (SEC) published interpretive guidance to assist public companies in preparing disclosures about cybersecurity risks and incidents....more

SEC Commissioners Provide Guidance On Cybersecurity Disclosures After Wave Of Record Incidents

by Orrick - Trust Anchor on

Much has been written about the SEC’s interpretive guidance on cybersecurity disclosures, issued in late February, including Commissioner Stein’s statement that it under-delivers for investors, public companies, and the...more

SEC Cybersecurity Disclosure and Controls Checklist

In February 2018 the SEC outlined its views with respect to cybersecurity disclosure requirements under the federal securities laws as they apply to public reporting companies. Set forth below is a checklist of items included...more

SEC Issues New Interpretive Guidance on Cybersecurity Disclosures

by Hogan Lovells on

Prompted by concern over the increase in the risks and frequency of data breach incidents and other cyber-attacks affecting public companies, the Securities and Exchange Commission recently published interpretive guidance to...more

Déjà Vu All Over Again: SEC Provides Cybersecurity Guidance

The U.S. Securities and Exchange Commission has issued guidance on cybersecurity disclosure. Companies must establish and maintain appropriate disclosure controls and procedures to make accurate and timely disclosures of...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

Annual Total Compensation under the Pay Ratio Disclosure Rule

Although adopted back in 2015, the SEC’s pay ratio disclosure rule has been receiving a lot of attention lately, as companies grapple with it for the first time during the 2018 proxy season. The rule was mandated by the...more

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

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Cybersecurity

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