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
On March 25, 2020, the US Securities and Exchange Commission (SEC) extended the filing periods covered by its previous conditional reporting relief order for certain public company filing obligations impacted by COVID-19. At...more
3/30/2020
/ Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Filing Deadlines ,
Filing Requirements ,
Financial Statements ,
Publicly-Traded Companies ,
Relief Measures ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 12, 2020, the US Securities and Exchange Commission (SEC) adopted amendments to the accelerated filer and large accelerated filer definitions in Rule 12b-2 under the Securities Exchange Act of 1934 (Rule 12b-2). The...more
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)
With the 2020 proxy and annual reporting season upon us, this Legal Update provides 10 tips for companies to consider when drafting annual reports on Form 10-K and proxy statements for filing with the US Securities and...more
1/21/2020
/ Corporate Governance ,
Critical Audit Matters (CAMs) ,
Cybersecurity ,
Disclosure Requirements ,
Dodd-Frank ,
EDGAR ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Form 10-K ,
Hedging ,
Intellectual Property Protection ,
Libor ,
MD&A Statements ,
Median Employee ,
Pay Ratio ,
Proxy Season ,
Proxy Statements ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Risk Assessment ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Technology ,
UK Brexit
During the last two weeks of 2019, the US Securities and Exchange Commission offered guidance and reminders relating to the role of audit committees, international intellectual property and technology risks, and confidential...more
1/8/2020
/ Audit Committee ,
Auditor Independence ,
Audits ,
Confidentiality Policies ,
Corporate Governance ,
Critical Audit Matters (CAMs) ,
Financial Regulatory Reform ,
Financial Reporting ,
GAAP ,
ICFR ,
Intellectual Property Protection ,
Libor ,
New Guidance ,
Non-GAAP Financial Measures ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Tone At The Top
In this Lexis Practice Advisor Practice Note, we discuss two releases published by the Securities and Exchange Commission (SEC) on August 21, 2019. One release contains interpretation and guidance regarding the applicability...more
On November 5, 2019, the US Securities and Exchange Commission proposed several amendments to Rule 14a-8 promulgated under the Securities Exchange Act of 1934. The proposed amendments are intended to “recognize the...more
11/13/2019
/ Comment Period ,
Corporate Governance ,
Financial Regulatory Reform ,
Proxy Season ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders ,
Stock Ownership
On October 16, 2019, the Division of Corporation Finance of the US Securities and Exchange Commission issued Staff Legal Bulletin No. 14K to provide additional guidance on shareholder proposals submitted pursuant to Rule...more
On September 26, 2019, the US Securities and Exchange Commission extended the ability to test the waters to all issuers by adopting the highly anticipated new Rule 163B under the Securities Act of 1933 (the Securities Act)....more
9/30/2019
/ Accredited Investors ,
Corporate Issuers ,
Emerging Growth Companies ,
Gun-Jumping ,
Internal Communications ,
Investors ,
JOBS Act ,
New Rules ,
Publicly-Traded Companies ,
Qualified Institutional Buyers ,
Rule 163B ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
This market trends article discusses Staff Legal Bulletin No. 14I and Staff Legal Bulletin No. 14J of the Divisionm of Corporation Finance of the Securities and Exchange Commission, both of which provide guidance with respect...more
The US Securities and Exchange Commission (SEC) has announced an increase in the filing fees to be paid by public companies and other issuers during the SEC’s 2020 fiscal year. ...more
8/29/2019
/ Corporate Issuers ,
Filing Fees ,
Financial Regulatory Reform ,
Going-Private Transactions ,
Proxy Solicitations ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions ,
Stock Repurchases
With the increased concentration of share ownership by institutional investors over the past several decades, the influence of proxy advisory firms on shareholder votes has grown dramatically, all while the proxy regulatory...more
On August 8, 2019, the US Securities and Exchange Commission (SEC) proposed amendments to Regulation S-K that are intended to modernize business, legal proceedings and risk factor disclosures. According to the SEC, the...more
On May 9, 2019, the US Securities and Exchange Commission (SEC) proposed revisions to the accelerated filer and large accelerated filer definitions in 17 CFR 12b-2 (Rule 12b-2). These proposed changes would reduce the number...more
On May 3, 2019, the US Securities and Exchange Commission (SEC) proposed revisions to financial statement disclosures with respect to business acquisitions and dispositions required by Regulation S-X’s Rule 3-05 (Financial...more
As described in our Legal Update “SEC Adopts Rules to Modernize and Simplify Disclosure,” datedMarch 27, 2019,1 the US Securities and Exchange Commission (SEC) adopted amendments intended to modernize and simplify certain...more
On March 20, 2019, the US Securities and Exchange Commission (SEC) adopted amendments intended to modernize and simplify certain disclosure requirements of Regulation S-K and related rules and forms. The amendments represent...more
On February 6, 2019, the staff of the US Securities and Exchange Commission (SEC) issued two identical Regulation S-K compliance and disclosure interpretations (C&DIs)...more
The US Securities and Exchange Commission (SEC) recently gave a strong reminder of the importance of providing equal or greater prominence to the most directly comparable financial measures calculated and presented in...more
With preparations shifting into high gear for calendar year companies that file annual reports on Form 10-K and proxy statements with the US Securities and Exchange Commission, this Legal Update provides tips to consider when...more
1/4/2019
/ Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Executive Compensation ,
Form 10-K ,
Hedging ,
Libor ,
Pay Ratio ,
Proxy Statements ,
Publicly-Traded Companies ,
UK Brexit
On December 18, 2018, the US Securities and Exchange Commission adopted a final rule requiring companies to disclose their hedging policies and practices for employees, officers and directors. This Legal Update discusses...more
On December 19, 2018, the US Securities and Exchange Commission (the Commission) amended Rule 251 and Rule 257 of the Securities Act of 1933, as amended (the Securities Act), which are part of Regulation A, i order to allow...more
On December 18, 2018 the Commission published a Request for Comment on Earnings Releases and Quarterly Reports (the “Request”), which solicits public comment on both earnings releases and the frequency of periodic reporting....more
The US Securities and Exchange Commission (SEC) has adopted amendments requiring the use of the Inline eXtensible Business Reporting Language (XBRL) format for the submission of operating company financial statement...more