The release of MD&A interpretive guidance on KPIs and metrics reinforces their key role in company disclosure.
On January 30, 2020, the US Securities and Exchange Commission (the “SEC”) published guidance on the disclosure...more
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
2/10/2020
/ C&DIs ,
Disclosure Requirements ,
Financial Reporting ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Incorporation by Reference ,
MD&A Statements ,
Publicly-Traded Companies ,
Registration Requirement ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
In a significant development for ESG and corporate governance, BlackRock is now calling on the public companies it invests in to publish disclosures in line with the Sustainability Accounting Standards Board (SASB) and the...more
1/27/2020
/ Affordable Clean Energy (ACE) Rule ,
BlackRock ,
Board of Directors ,
Clean Energy ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Gender Equity ,
Individual Accountability ,
Popular ,
Proxy Season ,
Publicly-Traded Companies ,
SASB ,
Sustainability ,
Sustainable Development Goals (SDGs) ,
Task Force on Climate-related Financial Disclosures (TCFD) ,
United Nations
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
1/23/2020
/ Annual Reports ,
C&DIs ,
Confidential Information ,
Corp Fin ,
Critical Audit Matters (CAMs) ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Foreign Private Issuers ,
Form 20-F ,
IFRS ,
Libor ,
Non-GAAP Financial Measures ,
Office of Foreign Assets Control (OFAC) ,
PCAOB ,
Personally Identifiable Information ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
State Sponsors of Terrorism ,
UK Brexit ,
XBRL Filing Requirements
On December 18, 2019, the Securities and the Exchange Commission (the “SEC” or the “Commission”) published its proposal to amend the accredited investor definition set forth in Rule 501(a) of Regulation D under the Securities...more
1/8/2020
/ Accredited Investors ,
Family Offices ,
Investment Opportunities ,
Limited Liability Company (LLC) ,
Natural Person Requirement ,
Private Funds ,
Private Offerings ,
Proposed Amendments ,
Public Comment ,
Registered Investment Advisors ,
Regulation D ,
Rule 144A ,
Rule 501 ,
Rule 506 Offerings ,
Rural Business Investment Companies (RBICs) ,
Securities and Exchange Commission (SEC) ,
Small Offering Exemptions
This memorandum outlines key considerations from White & Case's Public Company Advisory Practice for US public companies in preparation for the 2020 annual reporting and proxy season.
Section I of this memo describes our...more
In light of the heightened focus on environmental and social (“E&S”) disclosure, White & Case’s Public Company Advisory Group conducted a survey of E&S website disclosures of 84 small- and mid-cap US public reporting...more
12/5/2019
/ Capitalization ,
Common Reporting Standard (CRS) ,
Corporate Governance ,
Energy Sector ,
Environmental Social & Governance (ESG) ,
Health and Safety ,
Human Rights ,
Initial Public Offering (IPO) ,
Life Sciences ,
Public Disclosure ,
Publicly-Traded Companies ,
Retailers ,
Services ,
Surveys ,
Sustainability ,
Technology Sector ,
Websites
On November 5, 2019, the Securities and Exchange Commission (“SEC”) proposed amendments to the federal proxy rules that would enhance the SEC’s regulation of proxy advisory firms.1 The proposed amendments to Rules 14a-1,...more
11/22/2019
/ Anti-Fraud Provisions ,
Conflicts of Interest ,
Disclosure Requirements ,
Exemptions ,
Filing Requirements ,
Glass Lewis ,
Information Statements ,
Institutional Shareholder Services (ISS) ,
Proposed Amendments ,
Proxy Advisory Firms ,
Proxy Materials ,
Proxy Voting Guidelines ,
Public Comment ,
Publicly-Traded Companies ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Solicitation ,
Transitional Arrangements
On November 11, 2019, Institutional Shareholder Services, Inc. (“ISS”) published its proxy voting guidelines updates (the “2020 Updates”) for the 2020 proxy season, effective for meetings on or after February 1, 2020. The...more
11/19/2019
/ Board of Directors ,
Bylaws ,
Capital Structures ,
Corporate Governance ,
Diversity ,
Equity Compensation ,
Guidance Update ,
Independent Directors ,
Institutional Shareholder Services (ISS) ,
Nominee Directors ,
Pay Gap ,
Proposed Amendments ,
Proxy Season ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Shareholder Rights ,
Stock Repurchases
On October 10, 2019, CFTC Chairman Heath Tarbert commented on Ether’s status as a commodity:
“We’ve been very clear on bitcoin: bitcoin is a commodity under the Commodity Exchange Act. We haven’t said anything about Ether –...more
11/12/2019
/ Anti-Manipulation Rule ,
Bitcoin ,
Brokers ,
CFTC ,
Commodity Exchange Act (CEA) ,
Commodity Trading Advisors (CTAs) ,
CPOs ,
Cryptocurrency ,
Digital Assets ,
Ether ,
Exclusive Jurisdiction ,
False Statements ,
Fraud ,
Futures Commission Merchants (FCMs) ,
Market Participants ,
Misappropriation ,
Popular ,
Registration Requirement ,
Spoofing
On October 16, 2019, the Securities and Exchange Commission’s (“SEC”) Division of Corporation Finance (“Corp Fin”) issued Staff Legal Bulletin No. 14K (“SLB 14K”) addressing shareholder proposals. This guidance follows Corp...more
10/23/2019
/ Board of Directors ,
Division of Corporate Finance ,
Exclusions ,
Micromanagement ,
No-Action Requests ,
Proof of Ownership ,
Proxy Season ,
Rule 14a-8 ,
Rule 14a-8(i)(10) ,
Rule 14a-8(i)(7) ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholder Votes
On August 21, 2019, the Securities and Exchange Commission (“SEC”), in response to increasing concerns that proxy advisory firms hold excessive sway over voting results, issued guidance (the “2019 Advisor Guidance”) that...more
On September 23, 2019, the Securities and Exchange Commission (“SEC”) charged accounting firm PricewaterhouseCoopers LLP (“PwC”) with improper professional conduct and violating auditor independence rules. The SEC also...more
9/26/2019
/ Cease and Desist Orders ,
Censures ,
Civil Monetary Penalty ,
Disgorgement ,
Enforcement Actions ,
Independent Audits ,
PCAOB ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations ,
Settlement
The SEC has published proposed changes to Guide 3 which are intended to update, clarify and codify the Guide with the aim of eliminating overlaps between U.S. GAAP, IFRS or other SEC rules, simplifying compliance efforts and...more
On September 6, 2019, the staff (the “Staff”) of the Division of Corporation Finance (“Corp Fin”) of the Securities and Exchange Commission (“SEC”) announced1 two significant changes to the Rule 14a-8 no-action process...more
On August 8, 2019, the Securities and Exchange Commission (“SEC”) proposed amendments1 to crucial disclosure requirements under Regulation S-K, including Item 101 (Description of Business), Item 103 (Legal Proceedings) and...more
On 31 July 2019 the UK Financial Conduct Authority (FCA) published final Guidance on the cryptoasset activities within its regulatory perimeter, in response to feedback on its January 2019 consultation paper and as trailed in...more
8/10/2019
/ Cryptocurrency ,
E-Money ,
E-money tokens ,
Exchange Tokens ,
Final Guidance ,
Financial Conduct Authority (FCA) ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Markets ,
Financial Services Industry ,
HM Treasury ,
International Harmonization ,
Money Transfer ,
Payment Services Directive ,
Public Consultations ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Tokens ,
SMCR ,
Tech Neutrality ,
UK ,
UK Brexit ,
UK Regulated Activities Order (RAO Amendments) ,
Utility Tokens
SEC is seeking public comments in its concept release in an effort to simplify, harmonize and improve the existing exempt offering framework.
On June 18, 2019, the Securities and Exchange Commission (the “SEC” or the...more
7/24/2019
/ Accredited Investors ,
Capital Formation ,
Capital Raising ,
Disclosure Requirements ,
ETFs ,
Exemptions ,
Harmonization Rules ,
Investor Protection ,
Offering Communications ,
Offerings ,
Pooled Investment Vehicles ,
Private Placements ,
Public Comment ,
Regulation A ,
Regulation D ,
Rule 506 Offerings ,
Secondary Markets ,
Securities ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Small Offering Exemptions
As part of the continuing dialogue with market participants working toward developing methodologies for establishing possession or control by broker-dealers over their customers' digital asset securities, on July 8, 2019, the...more
7/22/2019
/ Broker-Dealer ,
Custody Rule ,
Customer Protection Rule ,
Customer Service Standard ,
Digital Assets ,
Digital Securities ,
Financial Industry Regulatory Authority (FINRA) ,
Investor Protection ,
Joint Statements ,
Rule 15c3-3 ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
SIPA
In light of the increased spotlight on environmental, social and governance (“ESG”) disclosures, White & Case’s Public Company Advisory Group conducted a survey of environmental and social (“E&S”) disclosures in the...more
6/27/2019
/ Annual Reports ,
Board of Directors ,
Corporate Culture ,
Corporate Social Responsibility ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Fortune 100 ,
Materiality ,
Oversight Duties ,
Popular ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Supply Chain ,
Surveys ,
Sustainability
New Proposed Rules Aim to Eliminate Auditor's Attestation Requirement on Internal Controls under SOX 404(b) for Smaller Reporting Companies with less than $100 million in Revenues -
On May 9, 2019, the SEC proposed...more
5/18/2019
/ Accelerated Filers ,
Attestation Requirements ,
Auditors ,
Emerging Growth Companies ,
ICFR ,
Internal Controls ,
Proposed Amendments ,
Public Comment ,
Publicly-Traded Companies ,
Regulatory Burden ,
Sarbanes-Oxley ,
Section 404 ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies
On March 20, 2019, the SEC voted to adopt amendments to modernize and simplify disclosure requirements for public companies, investment advisers, and investment companies. The amended rules, which are based on amendments...more
4/8/2019
/ Amended Rules ,
Audits ,
Board of Directors ,
Compensation Committee ,
Compliance ,
Confidential Information ,
Corporate Executives ,
Corporate Governance ,
Disclosure Requirements ,
Filing Requirements ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Foreign Issuers ,
Form 10-K ,
Incorporation by Reference ,
Initial Public Offering (IPO) ,
Investment Adviser ,
Investment Companies ,
Look-Back Measurement Period ,
MD&A Statements ,
New Guidance ,
Prospectus ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
In his March 15, 2019 speech1 at the 18th Annual Institute on Securities Regulation in Europe, William Hinman, Director of the Securities and Exchange Commission's ("SEC") Division of Corporation Finance ("Corp Fin"),...more
4/2/2019
/ Board of Directors ,
Climate Change ,
Corp Fin ,
Directors ,
Disclosure Requirements ,
Division of Corporate Finance ,
Environmental Social & Governance (ESG) ,
Investors ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Sustainability ,
UK Brexit
The SEC is proposing to extend the testing-the-waters ("TTW") accommodation to all issuers, including investment company issuers.1 Citing the dominance of the IPO market by emerging growth companies ("EGCs")2 and evidence...more
2/25/2019
/ Accredited Investors ,
Corporate Issuers ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
Investment Companies ,
JOBS Act ,
Offerings ,
Proposed Rules ,
Public Comment ,
Qualified Institutional Buyers ,
Regulation FD ,
Request For Information ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Testing-the-Waters Communications
On February 6, 2019, the Securities and Exchange Commission's Division of Corporation Finance ("Corp Fin") posted two identical Compliance & Disclosure Interpretations ("C&DIs") relating to diversity disclosure under Items...more