The SEC announced on October 5th that, effective immediately, “Tandy” representations are no longer required in company responses to SEC comment letters. Practically speaking, this requires only a simple template modification...more
A couple of years ago I suggested that companies should consider adding new, or enhancing their existing, sustainability disclosures. The trend toward sustainability (frequently known as “ESG” for environmental, social and...more
In case you missed it, the United Kingdom voted last week to leave the European Union. And while this clearly is a huge global development (if the stock markets, currency exchange rates and headline type sizes are any...more
6/27/2016
/ Capital Markets ,
David Cameron ,
Disclosure Requirements ,
EU ,
Financial Services Industry ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
Publicly-Traded Companies ,
Referendums ,
Regulation S-K ,
Resignation ,
Securities and Exchange Commission (SEC) ,
UK ,
UK Brexit
Borrowing the title of one of Shakespeare’s most famous comedies seems somehow appropriate to describe last week’s amendment to Form 10-K, which formalizes a company’s ability to include a business and financial summary in...more
As expected, the SEC last week approved rules proposed by the PCAOB last December that further the PCAOB’s ongoing efforts to enhance audit disclosure practices. The rules require auditors to file with the PCAOB a new Form...more
With calendar year companies currently in the midst of drafting their proxy statements, it is time to consider the often overlooked director compensation disclosures.
Changes in director compensation...more
Andrew Ceresney, Director of the SEC’s Division of Enforcement, gave the keynote address at last week’s Directors Forum 2016 in San Diego. In his speech, Mr. Ceresney made several points worth highlighting.
First of all,...more
Earlier this month the PCAOB adopted rules requiring audit firms to disclose the names of each audit partner and certain information regarding other audit firms participating in each audit. The new rules are subject to SEC...more
It’s the time of year when calendar-year-end public companies gear up to release their annual earnings. Therefore, as you dust off last year’s earnings release, it may be helpful to consider some pitfalls experienced by even...more
Well, the SEC’s new pay ratio rules are finally out. We’ve all known they were coming for quite some time, dating all the way back to their origin in 2010—Dodd-Frank’s Section 953(b) mandate—followed by the SEC’s proposed...more
The SEC recently published a concept release seeking comment on the need for new audit committee disclosures. This follows on the heels of recent PCAOB pronouncements and proposals regarding audit engagement partner...more
The SEC last week finally proposed rules mandated by Dodd-Frank providing for disclosure of the relationship between compensation actually paid to executives and company financial performance. While it is important to...more
Much has been written about the dramatic increase in shareholder engagement from both sides of the relationship. For example, financial and governance roadshows have become mainstream not only among large-cap companies, but...more
The SEC recently proposed rules to implement Dodd-Frank-mandated disclosure regarding permitted hedging by officers and directors. If you have been following the post-Dodd-Frank rulemaking saga, you know that this is one of...more
It is not often that I get to (or even want to) write about the tax disclosures contained in the notes to financial statements. However, this recent CFO article highlighted a recent study by professors at Ohio State...more
It is well documented that companies now use social media for all kinds of communications, including “traditional” SEC disclosures. As the scope of the social media disclosures continues to expand, some companies are starting...more
As mandated by the JOBS Act, the SEC is in the midst of a major reassessment of its disclosure rules and practices. For example, in December 2013, the Division of Corporation Finance released its “Report on Review of...more
Earlier this month, the SEC announced charges against six public companies for contributing to their insiders’ failure to properly file Form 4s or for violating the Item 405 proxy disclosure requirements for late insider...more
SEC investigations have become more common in recent years as the still relatively new Chair, Mary Jo White, and others have focused resources and attention on enforcement. It is now well established that there is no...more
Most companies do a good job of reviewing and updating their Form 10-K risk factors once a year. It’s relatively easy to re-read last year’s risk factors, determine what has changed in the interim and make appropriate...more
The SEC’s incremental accommodation of social media continues. Most recently, the staff has issued several CDIs specific to public offering communications, including tombstone ads (Rule 134), business combinations (Rule 165)...more
If ever there was an SEC rule that refused to slip quietly into the books, it’s conflict minerals disclosure. With the May 31st Form SD filing deadline fast approaching, three things are happening: Companies are focusing for...more
Companies with stock listed on the New York Stock Exchange recently received its annual memo highlighting its most commonly applicable policies and rules. The memo’s eight pages cover a variety of fairly standard issues with...more
By now you’ve heard all you want to hear about complying with the new conflict minerals disclosure rules. You know that public companies that manufacture a product, or contract to manufacture a product, for which a conflict...more