During the annual Practising Law Institute’s SEC Speaks, Commissioner Lee discussed the state of public markets and public offerings. The Commissioner addressed the shift toward continued reliance on the private markets...more
On September 11, 2020, the U.S. Securities and Exchange Commission (SEC) adopted, in substantially the form it had proposed, amendments to the requirements for statistical disclosures that bank and savings and loan...more
The Securities and Exchange Commission adopted updated disclosure requirements for domestic and foreign banks, which were historically contained in Industry Guide 3. Consistent with the proposed changes, the final amendments...more
On August 26, 2020, the US Securities and Exchange Commission (SEC) adopted amendments to Regulation S-K that are intended to modernize business, legal proceedings and risk factor disclosures. According to the SEC, the...more
At an open meeting held yesterday morning, the Securities and Exchange Commission voted to adopt the previously proposed amendments to Regulation S-K Items 101, 103 and 105. These changes affect the Business section, Risk...more
Introduction -
This First Analysis article discusses the amendments (Amended Rules) adopted by the U.S. Securities and Exchange Commission (SEC) on May 21, 2020 in connection with financial statement disclosures on...more
On June 30, 2020, Securities and Exchange Commission Chair Jay Clayton will moderate a roundtable concerning pandemic-related disclosure considerations, which will be livestreamed from the SEC’s website....more
The Securities and Exchange Commission announced the entry of an order settling charges against a registrant relating to the failure to disclose fully perquisites and benefits provided to the former chief executive officer. ...more
On May 21, 2020, the US Securities and Exchange Commission (SEC) adopted amendments (Amended Rules)1 to financial statement disclosures with respect to business acquisitions and dispositions required by Regulation S-X’s Rule...more
Not deterred by the pandemic, the Securities and Exchange Commission seems to be continuing its work tackling the items on the regulatory agenda. Today, the SEC announced that adopted amendments to its requirements related...more
The Staff of the Securities and Exchange Commission’s Division of Corporation Finance provided additional guidance regarding some of the COVID-19 related relief in the form of several questions and answers...more
On April 8, 2020, the Chair of the U.S. Securities and Exchange Commission (the “SEC”) – Jay Clayton – and the Director of the SEC’s Division of Corporation Finance – William Hinman – issued a joint statement titled The...more
In a joint statement, the Chair of the Securities and Exchange Commission, Jay Clayton, and the Director of the SEC’s Division of Corporation Finance, William Hinman, exhorted public companies to provide, in connection with...more
The Staff of the Securities and Exchange Commission released additional guidance in the form of a Compliance & Disclosure Interpretation relating to an issuer that may be unable to file the Part III information for Form 10-K...more
The Staff of the Securities and Exchange Commission Division of Corporation Finance has issued guidance in the form of two new Compliance & Disclosure Interpretations for those issuers that may be unable to file periodic...more
The SEC’s Division of Corporation Finance published CF Disclosure Topic No. 9 providing the Staff’s current views regarding disclosure and securities law obligations that companies should consider in connection with the...more
The Securities and Exchange Commission adopted amendments to the accelerated filer and large accelerated filer definitions, which impact the Sarbanes-Oxley Act of 2002....more
3/13/2020
/ Accelerated Filers ,
Disclosure Requirements ,
Form 10-K ,
Form 20-F ,
ICFR ,
New Amendments ,
Publicly-Traded Companies ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Smaller Reporting Companies ,
Threshold Requirements
On January 30, 2020, the US Securities and Exchange Commission (SEC) provided guidance (MD&A Guidance) regarding the disclosure of key performance indicators and metrics used in the Management’s Discussion and Analysis of...more
2/5/2020
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Form 10-K ,
Form 20-F ,
MD&A Statements ,
New Guidance ,
Omissions ,
Performance Standards ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC)
In remarks last week, Securities and Exchange Commission Chair Clayton discussed the SEC’s proposed amendments to streamline and modernize the requirements for Management’s Discussion and Analysis (MD&A) disclosures. The...more
2/4/2020
/ Corporate Governance ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
MD&A Statements ,
PCAOB ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Oversight ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The Securities and Exchange Commission yesterday voted to propose amendments to the Regulation S-K requirements for Management’s Discussion and Analysis, or MD&A, and also issued agency guidance relating to MD&A. ...more
1/31/2020
/ Comment Period ,
Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
JOBS Act ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Oversight ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
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
1/31/2020
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Filing Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-K ,
MD&A Statements ,
Omissions ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC)
Recently, the SEC’s Office of the Investor Advocate released its report on its fiscal 2019 activities. The report cites staffing challenges that have impaired the ability of the SEC’s Ombudsmen to respond to matters brought...more
12/30/2019
/ Annual Reports ,
Blockchain ,
Cryptocurrency ,
Disclosure Requirements ,
Economic Impact Analysis ,
Equity Markets ,
Initial Coin Offering (ICOs) ,
Investment Opportunities ,
Libor ,
Offerings ,
Publicly-Traded Companies ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Variable Annuities
The Office of the Advocate for Small Business Capital Formation published its annual report to the Committee on Banking, Housing and Urban Affairs of the U.S. Senate and the Committee on Financial Services of the US House of...more
12/24/2019
/ Accredited Investors ,
Annual Reports ,
Capital Formation ,
Capital Markets ,
Crowdfunding ,
Disclosure Requirements ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
Investment Opportunities ,
Investors ,
Offerings ,
Pooled Investment Vehicles ,
Regulation A ,
Regulation CF ,
Rule 504 ,
Rule 506 Offerings ,
Securities Regulation ,
Small Business ,
Smaller Reporting Companies
In a recent publication, the Public Company Accounting Oversight Board (“PCAOB”) Staff shares some initial observations regarding Critical Audit Matters (“CAMs”) implementation....more
The upcoming Securities and Exchange Commission open meeting for December 18, 2019 will now address additional rulemaking....more
12/16/2019
/ Accredited Investors ,
Disclosure Requirements ,
Dodd-Frank ,
Form SD ,
Investor Protection ,
Proposed Rules ,
Resource Extraction ,
Rule 144A ,
Rulemaking Process ,
Section 1504 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation