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Securities & Exchange Commission Disclosure Requirements

The United States Securities and Exchange Commission was created in 1934 in response to the Great Stock Market Crash of 1929. The Commission was created to protect investors, ensure fairness in the market, and... more +
The United States Securities and Exchange Commission was created in 1934 in response to the Great Stock Market Crash of 1929. The Commission was created to protect investors, ensure fairness in the market, and encourage capital formation. The Commission is headed by five presidentially-appointed Commissioners who oversee the Commission’s five divisions: Division of Corporation Finance, Division of Trading and Markets, Division of Enforcement, Division of Investment Management, and the Division of Risk, Strategy and Financial Information.  less -

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

Disclosure Considerations and Tax Reform

by Bracewell LLP on

The impact of tax reform is on the minds of many. While there are currently many unknowns, municipal issuers and conduit borrowers (collectively, “obligated persons”) should consider whether changes in tax law could impact...more

SEC Chairman Clayton Expects New Rules on Smaller Reporting Company Definition Soon

by Bass, Berry & Sims PLC on

We thought you may find of interest prepared remarks by SEC Chairman Jay Clayton at the annual Government-Business Forum on Small Business Capital Formation held on November 30, 2017, where he stated, “In the coming months I...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

Department of Labor Finalizes 18-Month Delay of Fiduciary Rule Exemptions

On November 27, 2017, the Department of Labor (“DOL”) finalized the delay of the applicability date for certain conditions for exemptions to the fiduciary rule until July 1, 2019. This delay was initially proposed in late...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

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 Chief Accountant Offers Guidance to Audit Committees During Period of Change

by WilmerHale on

In a November 14 speech at the Financial Executives International 36th Annual Current Financial Reporting Issues Conference, SEC Chief Accountant Wesley Bricker commented on a range of topics, including effective financial...more

CAQ Report Shows ‘Encouraging’ Trends in Voluntary, Enhanced Audit Committee Disclosures

by WilmerHale on

The Center for Audit Quality and Audit Analytics recently released their 2017 Audit Committee Transparency Barometer. As in past years, the 2017 report “illustrates the continuing positive trend of audit committees...more

Presentation and Portability of Investment Adviser Performance

by Foley & Lardner LLP on

An investment adviser’s investment track record is an important resource when raising capital from prospective investors. However, investment advisers, particularly registered investment advisers or emerging fund managers,...more

Investment Services Regulatory Update - November 2017

by Vedder Price on

New Rules, Proposed Rules, Guidance and Alerts - SEC STAFF GUIDANCE AND ALERTS - SEC Staff Issues No-Action Letters to Facilitate Cross-Border Compliance with the Research “Unbundling” Provisions of the European...more

Blog: 2017 Audit Committee Transparency Barometer from the Center for Audit Quality shows continued increase in enhanced...

by Cooley LLP on

Earlier this month, the Center for Audit Quality together with Audit Analytics posted their annual Audit Committee Transparency Barometer, which measured the quality of proxy disclosures regarding audit committees among...more

House Committee Approves Bills that Would Repeal Conflict Minerals and Mine Safety Disclosure Requirements

by White & Case LLP on

On November 15, 2017, the House Financial Services Committee (the "Committee") approved two pieces of legislation that would repeal the conflict minerals and mine safety and health disclosure requirements promulgated under...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

Blog: Biotech Files Rulemaking Petition For Pilot Program Mandating Public Disclosure Of Short-Sale Positions

by Cooley LLP on

A rulemaking petition has been submitted to the SEC by a biopharmaceutical company that is “developing and marketing regenerative and therapeutic biologics.” The petition requests that the SEC promulgate rules to establish a...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

SEC Approves Significant Changes to Auditor’s Reports: New Disclosure Implications for Companies

by King & Spalding on

On October 23, 2017, the Securities and Exchange Commission, or the SEC, unanimously approved new rules and amendments designed to render auditor’s reports more informative to investors. These provisions were proposed by the...more

SEC Cyber Watch: Finally, New Guidelines for Breach Disclosures?

The U.S. Securities and Exchange Commission has signaled that it expects to issue updated guidelines on reporting cybersecurity incidents. “I think this issue is important enough, wide-ranging enough that we should tackle...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Big news out of Uber this weekend, where the company and its board resolved outstanding issues with Travis Kalanick in order to finalize a deal in which a SoftBank-led consortium of investors will buy up about $1 billion of...more

Bridging the Week - November 2017

by Katten Muchin Rosenman LLP on

Backers of Tezos Initial Coin Offering Named in Prospective Class Action Litigation: On October 25, the promoters of a highly successful initial coin offering to support development of the Tezos blockchain project and other...more

SEC's Latest Guidance Clarifies Rule 701 Disclosure Delivery Requirements

by Fenwick & West LLP on

The U.S. Securities and Exchange Commission (SEC) on November 6, 2017, clarified the requirements for delivering financial and other disclosures to employees and other service providers receiving options and other equity...more

Corp Fin’s New Rule 701 C&DI And California’s Compensation Plan Exemption

by Allen Matkins on

Yesterday, Broc Romanek reported that Corp Fin has published a new C&DI addressing the permissibility of electronic delivery of disclosures under Rule 701(e). Readers will recall that Rule 701 is an exemption from the...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

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

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Cybersecurity

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