Further guidance on COVID-19 disclosure considerations has been issued by the Division of Corporation Finance (Division) of the U.S. Securities and Exchange Commission (SEC). The new guidance highlights the SEC’s focus on...more
Recent statements by the Chair and the Directors of the Division of Corporation Finance and the Division of Enforcement of the U.S. Securities and Exchange Commission (SEC) highlight the challenges that companies face as they...more
On March 25, 2020, the Securities and Exchange Commission (SEC) announced that it has issued an order that extends the filing periods covered by its earlier order providing conditional relief for certain filing obligations...more
3/30/2020
/ Coronavirus/COVID-19 ,
Disclosure Requirements ,
Filing Deadlines ,
Filing Requirements ,
Form S-3 ,
Form S-8 ,
Non-GAAP Financial Measures ,
Non-Public Information ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
The Securities and Exchange Commission (SEC) recently published a press release that reminds public companies of several important disclosure obligations that they should consider in light of the potential impacts of...more
3/11/2020
/ Coronavirus/COVID-19 ,
Disclosure Requirements ,
Filing Deadlines ,
Filing Requirements ,
Form 10-K ,
Form 8-K ,
Form S-3 ,
Form S-8 ,
Information Statements ,
Insider Trading ,
Proxy Statements ,
Publicly-Traded Companies ,
Reporting Requirements ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Time Extensions
In January 2020, two of the largest asset managers, State Street Global Advisors (SSGA) and BlackRock, emphasized that they will hold Boards of Directors accountable for not making significant progress on sustainability and...more
2/11/2020
/ BlackRock ,
Board of Directors ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Investors ,
Popular ,
Publicly-Traded Companies ,
SASB ,
Shareholders ,
State Street ,
Task Force on Climate-related Financial Disclosures (TCFD)
The Securities and Exchange Commission (Commission) recently announced that it has issued guidance on key performance indicators and metrics in Management’s Discussion and Analysis (MD&A). Although the guidance in the...more
2/6/2020
/ Annual Reports ,
Corporate Executives ,
Corporate Governance ,
Disclosure Requirements ,
Financial Reporting ,
Financial Statements ,
Form 10-K ,
MD&A Statements ,
New Guidance ,
Performance Standards ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
The Securities and Exchange Commission (SEC) has proposed a third group of amendments to its disclosure requirements. The proposals would generally simplify disclosure about a company’s business, emphasizing a principlesbased...more
On December 26, 2018, the Securities and Exchange Commission (SEC) settled enforcement proceedings against ADT Inc. involving certain ADT earnings releases that did not comply with SEC non-GAAP disclosure requirements....more
As described in our two earlier client alerts, SEC Adopts First Steps in Disclosure Simplification (September 12, 2018) and SEC Publishes Guidance on Form 10-Q and Disclosure Simplification (October 1, 2018), the Securities...more
Guidance on how the disclosure simplification amendments adopted on August 17, 2018, will affect upcoming Form 10-Q quarterly reports was published by the staff (Staff) of the Securities and Exchange Commission (SEC) Division...more
After several years and a number of studies and related actions, the Securities and Exchange Commission (SEC) has adopted a series of amendments to its rules and forms that deal with requirements that have become “redundant,...more
The Securities and Exchange Commission (SEC) has adopted amendments that will increase the number of companies eligible to take advantage of the SEC’s reduced, or scaled, disclosure rules as a “smaller reporting company” or...more
On February 20, 2018, the Securities and Exchange Commission published Commission Statement and Guidance on Public Company Cybersecurity Disclosures (the “Release”), which states the Commission’s interpretive views on...more
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
It appears likely that the CEO pay ratio disclosure rule adopted by the Securities and Exchange Commission in 2015 will require companies that are subject to the rule to begin including CEO pay ratio disclosure for 2017...more
The Nasdaq Stock Market LLC (Nasdaq) has adopted a new rule that will require each Nasdaq-listed company to publicly disclose compensation or other payments by third parties to any current director or nominee for director in...more
7/18/2016
/ Board of Directors ,
Compensation Agreements ,
Director Compensation ,
Director Nominations ,
Disclosure Requirements ,
Executive Compensation ,
Form 10-K ,
Golden Leash Arrangements ,
Indemnity Agreements ,
Information Statements ,
Nasdaq ,
Proxy Materials ,
Remuneration ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings
As discussed in our recent client alert “SEC Issues Important Non-GAAP Interpretations” (May 19, 2016), the SEC recently released a series of new C&DIs on the use of non-GAAP financial measures by reporting companies and new...more
As summarized in our recent client alert “FAST Act Brings Additional Benefits for Emerging Growth Companies and New Resale Exemption,” President Obama signed the Fixing America’s Surface Transportation Act ("FAST Act"),on...more
On December 4, 2015, President Obama signed into law the Fixing America’s Surface Transportation Act, or FAST Act. The FAST Act includes several provisions intended to improve capital formation by smaller issuers and...more
On October 6, 2015, the U.S. House of Representatives unanimously approved the Reforming Access for Investments in Startup Enterprises Act of 2015 (H.R. 1839), also known as the RAISE Act of 2015. The RAISE Act has been...more
11/5/2015
/ Accredited Investors ,
Congressional Committees ,
Disclosure Requirements ,
Financial Statements ,
GAAP ,
Pending Legislation ,
RAISE Act ,
Registration Requirement ,
Reporting Requirements ,
Resale Exemption ,
Securities Act of 1933 ,
Sellers ,
Startups
On August 5, 2015, the Securities and Exchange Commission adopted the final CEO pay ratio disclosure rule by a 3-2 vote. The final rule amends Item 402 of Regulation S-K, as required by Section 953(b) of the Dodd-Frank Wall...more
The SEC has proposed a rule that would require new hedging policy disclosure by companies that are subject to SEC proxy rules. The proposed rule would in most cases expand the hedging policy disclosure currently provided by...more