In 2022, many SEC reporting companies with mineral resource assets completed their inaugural SEC annual report on Form 10-K or 20-F subject to the SEC’s mining disclosure rules in subpart 1300 of Regulation S-K...more
On December 15, 2021, the SEC proposed amendments to Rule 10b5-1, a rule that provides a safe-harbor from liability from the “insider trading” prohibitions under Section 10(b) of the Securities Exchange Act and Rule...more
I live and work in the Seattle area. As a result of COVID-19, school districts are now closed for 6 weeks, Seattle public libraries are closed for a month, a number of restaurants have closed for the time being and my beloved...more
3/16/2020
/ Annual Meeting ,
Bylaws ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Proxy Statements ,
Publicly-Traded Companies ,
Relief Measures ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Virtual Meetings
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
1/22/2020
/ Audits ,
Board of Directors ,
Confidential Information ,
Corporate Governance ,
Corporate Social Responsibility ,
Critical Audit Matters (CAMs) ,
Disclosure Requirements ,
Diversity ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-K ,
Hedging ,
Institutional Shareholder Services (ISS) ,
MD&A Statements ,
New Guidance ,
No-Action Letters ,
Overboarding ,
PCAOB ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Regulation S-K ,
Risk Assessment ,
Securities ,
Securities and Exchange Commission (SEC) ,
Woman Board Members ,
XBRL Filing Requirements
On October 31, 2018, the SEC adopted final rules effecting a complete overhaul of the technical disclosure requirements applicable to companies engaged in material mining operations, including royalty companies. Upon...more
The SEC adopted new rules today that will require disclosure of a company’s hedging policies in proxy statements or information statements relating to the election of directors.
The new rules are set forth in new Item...more
On August 17th, the SEC adopted amendments updating and simplifying disclosure rules. See our prior summaries here and here. The rules have finally been posted today in the Federal Register, which makes them effective...more
On February 14, 2017, President Trump approved a joint resolution of Congress that disapproves the SEC’s rule requiring specific disclosures by resource extraction issuers, effectively repealing the rule. The rules required...more
On June 16, 2016, the SEC proposed a major overhaul of the disclosure requirements for companies that are engaged in material mining operations, including royalty companies. The proposed rules would replace the SEC’s...more
7/8/2016
/ Canada ,
Comment Period ,
Corporate Counsel ,
CRIRSCO ,
Disclosure Requirements ,
Foreign Private Issuers ,
Materiality ,
Mineral Exploration ,
Mineral Leases ,
Minerals ,
Mining ,
Proposed Regulation ,
Regulation S-K ,
Resource Extraction ,
Royalties ,
Securities and Exchange Commission (SEC)
On June 16, 2016, the SEC proposed new rules to update disclosure requirements for mining properties. The intent of the proposed rules is align them more closely with current industry and global standards, specifically...more
On December 11, the SEC re-proposed rules requiring disclosure of government payments by resource extraction issuers. The proposed rules will require resource extraction issuers to disclose payments made to the U.S. federal...more
On December 4, 2015, President Obama signed into law the Fixing America’s Surface Transportation Act (the FAST Act). While the FAST Act is primarily a transportation bill, the Act includes several reforms designed to simplify...more
Yesterday, a federal judge ordered the SEC to file with the court an expedited schedule for promulgating final rules requiring disclosure of government payments by resource extraction issuers. The SEC has 30 days to file the...more
9/4/2015
/ Annual Reports ,
Disclosure Requirements ,
Dodd-Frank ,
Expedited Actions Process ,
Facilitation Payments ,
Final Rules ,
Mineral Exploration ,
Natural Gas ,
Oil & Gas ,
Rulemaking Process ,
Securities and Exchange Commission (SEC)
On July 1, 2015, the Securities and Exchange Commission proposed rules regarding clawback policies and disclosure, requiring the recovery of incentive-based compensation of officers in cases of material non-compliance with...more