On October 11, 2017, the U.S. Securities and Exchange Commission (SEC) voted unanimously to propose changes that would modernize and simplify the disclosure items in Regulation S-K and related rules and forms. The proposed...more
10/16/2017
/ Confidentiality Policies ,
Disclosure Requirements ,
EDGAR ,
Filing Requirements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Item 303 ,
Proposed Regulation ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Burden ,
Securities and Exchange Commission (SEC)
The Securities and Exchange Commission (SEC) has provided welcome relief to companies that have been directly or indirectly affected by Hurricanes Harvey, Irma or Maria and their respective aftermaths. The relief includes...more
10/4/2017
/ Delays ,
Filing Deadlines ,
Form S-3 ,
Form S-8 ,
Hurricane Harvey ,
Hurricane Irma ,
Hurricane Maria ,
Publicly-Traded Companies ,
Rule 144 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On September 21, 2017, the U.S. Securities and Exchange Commission (SEC) issued an interpretive release on the pay ratio disclosure requirements in Item 402(u) of Regulation S-K, and the staff of the Division of Corporation...more
The Securities and Exchange Commission’s (SEC) new rules requiring hyperlinked exhibits in SEC filings will be effective for most public companies on September 1, 2017....more
On August 17, 2017, the staff (Staff) of the Securities and Exchange Commission (SEC) issued new guidance that will streamline significantly the confidential submission process for emerging growth companies (EGCs) and...more
8/23/2017
/ C&DIs ,
Confidential Information ,
Corporate Issuers ,
Draft Documents ,
Emerging Growth Companies ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Initial Public Offering (IPO) ,
New Guidance ,
Registration Statement ,
Securities and Exchange Commission (SEC)
The U.S. Securities and Exchange Commission (SEC) announced on June 29, 2017, that the staff (staff) of the Division of Corporation Finance will accept draft registration statement submissions from all companies for nonpublic...more
7/6/2017
/ Confidential Information ,
Corporate Issuers ,
Draft Documents ,
EDGAR ,
Emerging Growth Companies ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Initial Public Offering (IPO) ,
JOBS Act ,
Registration Statement ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On June 8, 2017, the House of Representatives passed, by a 233-186 vote (with all Democrats and one Republican voting against), the Financial CHOICE Act of 2017, a bill principally designed to reverse many features of the...more
6/12/2017
/ Clawbacks ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Financial CHOICE Act ,
Pending Legislation ,
Proxy Advisory Firms ,
Repeal ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Trump Administration
On June 1, 2017, the Public Company Accounting Oversight Board (PCAOB) adopted changes to its rules governing the content and organization of auditor reports required to accompany audited financial statements in filings made...more
The Brexit vote and President Donald Trump’s election and proposed regulatory and other reforms have led to worldwide geopolitical uncertainty. We expect reporting companies will continue to disclose risk factors relating to...more
5/26/2017
/ Affordable Care Act ,
American Health Care Act (AHCA) ,
Basel III ,
Clean Power Plan ,
Climate Change ,
Countervailing Duties ,
Cross-Border Transactions ,
Disclosure Requirements ,
Dodd-Frank ,
Environmental Protection Agency (EPA) ,
EU Single Market ,
Exchange Rates ,
Financial Regulatory Reform ,
Free Movement ,
Free Trade Agreements ,
Greenhouse Gas Emissions ,
Healthcare Reform ,
Immigration Reform ,
Imports ,
Paris Agreement ,
Pharmaceutical Industry ,
Political Parties ,
Presidential Elections ,
Publicly-Traded Companies ,
Quarterly Report ,
Regulatory Reform ,
Repeal ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
Tariffs ,
Tax Reform ,
Trump Administration ,
UK Brexit ,
Volcker Rule
As we previously reported, the U.S. Securities and Exchange Commission (SEC) adopted several new rules on March 31, 2017, to effectuate inflation adjustments mandated under the Jumpstart Our Business Startups (JOBS) Act. It...more
In statements released on April 7, 2017, the acting chairman of the Securities and Exchange Commission (SEC), Michael S. Piwowar, and the SEC's Division of Corporation Finance provided welcome news to companies concerning the...more
On March 22, 2017, the Securities and Exchange Commission (SEC) adopted an amendment to Securities Exchange Act Rule 15c6-1(a) to shorten the standard settlement cycle for most broker-dealer securities transactions from three...more
On March 1, 2017, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring issuers to include hyperlinks to exhibits listed in the exhibit index. The rules apply to most registration statements and...more
As companies finalize their proxy materials for annual shareholder meetings, they should consider the following U.S. Securities and Exchange Commission (SEC) filing and disclosure requirements. Ensure clarity on the proxy...more
3/16/2017
/ Annual Meeting ,
Annual Reports ,
Disclosure Requirements ,
EDGAR ,
Electronic Filing ,
Filing Requirements ,
Form 8-K ,
NYSE ,
Proxy Season ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Shareholder Proposals ,
Universal Proxy Cards ,
Websites
The acting chairman of the U.S. Securities and Exchange Commission (SEC), Michael S. Piwowar, recently released two public statements concerning the conflict minerals rule applicable to companies that file Exchange Act...more
In his statement announcing the appointment of Jay Clayton to run the Securities and Exchange Commission (SEC), President Donald Trump said that “we need to undo many regulations which have stifled investment in American...more
2/1/2017
/ Administrative Appointments ,
Deregulation ,
Dodd-Frank ,
Enforcement Actions ,
Fiduciary Rule ,
Financial Services Industry ,
Fixing America’s Surface Transportation Act (FAST Act) ,
JOBS Act ,
Pay Ratio ,
Regulation D ,
Securities and Exchange Commission (SEC) ,
Trump Administration ,
Volcker Rule
Each company faces important decisions in preparing for its 2017 annual meeting and reporting season. Once again, we have prepared a checklist of essential areas on which we believe companies should focus as they plan for the...more
12/8/2016
/ Annual Meeting ,
Annual Reports ,
Audit Committee ,
Board of Directors ,
Corporate Executives ,
Corporate Governance ,
Director Nominations ,
Diversity ,
Dodd-Frank ,
Executive Compensation ,
FASB ,
Non-GAAP Financial Measures ,
Pay Ratio ,
Proxy Access ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Reporting Requirements ,
Resource Extraction ,
Say-on-Pay ,
Section 162(m) ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders
On November 3, 2016, in Lowinger v. Morgan Stanley & Co. LLC, the U.S. Court of Appeals for the 2nd Circuit upheld a district court finding that customary initial public offering (IPO) lock-up agreements do not render parties...more
On October 26, 2016, the U.S. Securities and Exchange Commission (SEC) voted 2-to-1 to propose amendments to the proxy rules that would require the use of universal proxy cards in contested elections. The proposed changes, if...more
10/28/2016
/ Amended Rules ,
Board of Directors ,
Contested Elections ,
Director Nominations ,
Proposed Rules ,
Proxy Materials ,
Public Comment ,
Securities and Exchange Commission (SEC) ,
Shareholder Votes ,
Shareholders ,
Universal Proxy Cards
On October 18, 2016, the staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) issued interpretive guidance on the pay ratio disclosure requirements in Item 402(u) of...more
As the end of the year approaches, reporting companies should be aware of the various SEC filing deadlines for 2017. Companies also should be mindful of the 2017 financial statement “staleness” dates (when financial...more
In recent months, companies have experienced greater scrutiny of their use of non-GAAP financial measures by the staff of the U.S. Securities and Exchange Commission (SEC). This greater scrutiny follows the release earlier...more
The U.S. Securities and Exchange Commission’s Division of Corporation Finance announced that the staff will no longer require companies to provide the so-called “Tandy” representations in response to staff comments on a...more
Three months after the United Kingdom voted to exit the European Union, the timing and scope of Brexit remain unclear. Until such details are determined with specificity, there is and will continue to be increased economic...more
10/4/2016
/ Annual Reports ,
Corporate Counsel ,
Disclosure Requirements ,
EU ,
Filing Requirements ,
Financial Institutions ,
Financial Markets ,
Member State ,
Popular ,
Publicly-Traded Companies ,
Referendums ,
Securities and Exchange Commission (SEC) ,
UK ,
UK Brexit
On May 17, 2016, the staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) released new and revised Compliance and Disclosure Interpretations (CDIs) regarding the use of...more