News & Analysis as of

Securities and Exchange Commission (SEC) Fixing America’s Surface Transportation Act (FAST Act)

Morrison & Foerster LLP

U.S. SEC Adopts Amendments to Reg S-P

On May 16, 2024, the SEC adopted amendments to Regulation S-P (“Reg S-P”). The finalized amendments (the “Amendments”) to Reg S-P are designed to address the expanded use of technology and corresponding risks that have...more

Dechert LLP

SEC Proposes Robust Amendments to Regulation S-P

Dechert LLP on

At an open meeting on March 15, 2023, the U.S. Securities and Exchange Commission voted unanimously to propose rule amendments to Regulation S-P (Proposed Rule) and published an accompanying release (Release). The Proposed...more

Troutman Pepper

SEC Eliminates "Competitive Harm" Requirement for Confidential Treatment of Material Contracts and Agreements

Troutman Pepper on

On November 2, the Securities and Exchange Commission (SEC) adopted amendments to simplify and harmonize certain aspects of the exempt offering framework. These amendments included changes to Item 601 of Regulation S-K to...more

Cooley LLP

Blog: SEC eliminates “competitive harm” requirement in streamlined process for confidential treatment

Cooley LLP on

So here’s a nugget that is buried in the SEC’s new adopting release on harmonization of the private offering exemptions (see this PubCo post): amendments to Reg S-K Item 601 to “adjust” the exhibit filing requirements related...more

Fenwick & West LLP

SEC Adopts Amendments Facilitating Opportunities for Access to Additional Capital

Fenwick & West LLP on

The U.S. Securities and Exchange Commission has issued a release adopting amendments (“final rules”) to certain of its rules relating to exemptions from registration under the Securities Act of 1933 (Securities Act). The...more

Eversheds Sutherland (US) LLP

SEC proposes amendments to modernize MD&A disclosure requirements

On January 30, 2020, the United States Securities and Exchange Commission (the SEC) proposed amendments (the Proposed Amendments) to Item 303 of Regulation S-K, Management’s Discussion & Analysis of Financial Condition and...more

Nelson Mullins Riley & Scarborough LLP

SEC Disclosure Considerations for Coronavirus - Risk Factors, MD&A and Other Disclosures, Including Guidance on Labor and...

The news reports related to the spread of the coronavirus (temporary name of 2019-nCoV (“CV”)) and current and potential economic impacts from it may raise securities law disclosure issues for some companies. ...more

White & Case LLP

New SEC C&DIs Clarify Aspects of Omitting Discussion of Third Year of Financials from the MD&A

White & Case LLP on

On January 24, 2020, the SEC’s Division of Corporation Finance released three new compliance and disclosure interpretations (“C&DIs”)  related to revised Instruction 1 to Item 303(a) of Regulation S-K (“Instruction 1”),...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

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Proposes Amendments To Enhance MD&A Disclosures and Issues New MD&A Interpretative Guidance

The SEC issued documents on January 30, 2020, regarding management discussion and analysis (MD&A) and other disclosures. ...more

Mayer Brown Free Writings + Perspectives

Omitting Discussion of Third Year in MD&A Sections

As discussed in earlier blog posts, as a result of various FAST Act mandated changes to Regulation S-K, which were adopted by the Securities and Exchange Commission and became effective in May 2019, a registrant may omit a...more

White & Case LLP

Key Considerations for the 2020 Annual Reporting Season

White & Case LLP on

This memorandum outlines key considerations from White & Case’s Public Company Advisory Practice for foreign private issuers (“FPIs”) in preparation for the 2020 annual reporting season. It describes our key considerations...more

Dorsey & Whitney LLP

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

Dorsey & Whitney LLP on

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

Bass, Berry & Sims PLC

Key Takeaways from Our Public Company SEC Reporting Webinar

Bass, Berry & Sims PLC on

The Bass, Berry & Sims Corporate & Securities Practice Group recently hosted another in a series of complimentary webinars exploring various public company-related securities law issues. The most recent Securities Law...more

Skadden, Arps, Slate, Meagher & Flom LLP

Form 20-F for Fiscal Year 2019: What Foreign Private Issuers Should Keep in Mind

There have been significant recent developments in U.S. Securities and Exchange Commission (SEC) regulation of foreign private issuers, (FPIs) including changes that impact the annual report on Form 20-F for fiscal year 2019....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

Wilson Sonsini Goodrich & Rosati

SEC Proposes Amendments to Further Modernize Regulation S-K Disclosure Requirements

On August 8, 2019, the U.S. Securities and Exchange Commission (SEC) proposed amendments to the requirements related to the description of business, legal proceedings, and risk factors in SEC filings. These amendments are...more

Dechert LLP

SEC Proposes Updates to Disclosure Rules under Regulation S-K

Dechert LLP on

On August 8, 2019, the Securities and Exchange Commission proposed sweeping changes to the disclosures regarding the description of business, legal proceedings and risk factors that reporting companies are required to provide...more

Stinson - Corporate & Securities Law Blog

Examples of New Required Description of Securities in Form 10-K

The Fixing America’s Surface Transportation Act, or FAST Act, required the SEC to consider ways to streamline SEC regulations. Accordingly, the SEC adopted final amendments to its rules that are intended to modernize and...more

Mayer Brown Free Writings + Perspectives

Regulation S-K Business and Risk Factor Changes?

The Securities and Exchange Commission announced an open meeting for August 8th to consider whether to propose rule amendments to modernize the description of business, legal proceedings, and risk factor disclosures required...more

Bracewell LLP

Complying with the SEC's New Requirements for InLine XBRL Tagging of Cover Page Information: Clarification Regarding Exhibit 104

Bracewell LLP on

In March 2019, the Securities and Exchange Commission adopted final rules amending Regulation S-K and related rules and forms to modernize and simplify disclosure requirements for registrants. These amendments follow from the...more

BakerHostetler

SEC Deliberates and Seeks Input to Ease Access to Unregistered Offerings

BakerHostetler on

On June 18, 2019, the Securities and Exchange Commission (SEC) requested public comment on “Harmonization of Securities Offerings Exemptions” – specifically, with regard to certain exemptions from registration under the...more

Farrell Fritz, P.C.

SEC Exempt Offering Concept Release Seeks Comment on Ideas to Ease Restrictions on Non-Accredited Investors

Farrell Fritz, P.C. on

Non-accredited investors are estimated to constitute approximately 92% of the U.S. population. Yet restrictive rules governing exempt offerings have significantly limited their freedom to invest in private offerings and...more

Skadden, Arps, Slate, Meagher & Flom LLP

Investment Management Update - June 2019

In the inaugural issue of Investment Management Update, we summarize regulatory, litigation and industry developments from February 2019 to May 2019 impacting the investment management sector....more

Mayer Brown Free Writings + Perspectives

SEC FAST Act Amendments Effective

The amendments adopted on March 20, 2019 implementing the FAST Act mandates generally ...more

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