On June 23, 2020, the SEC’s Division of Corporation Finance released CF Disclosure Guidance: Topic No. 9A supplementing its previous guidance regarding COVID-19 disclosures that we discussed in a previous post. The new...more
The SEC has revised its rules that require public companies to disclose financial statements of acquired businesses and to show the pro forma effect of acquired and disposed businesses. The adopting release is available here....more
Picking up on suggestions from its Small Business Capital Formation Advisory Committee, the SEC has adopted a temporary rule to permit small businesses eligible to do a Regulation Crowdfunding offering that have been...more
In a Statement on April 8, 2020, SEC Chairman Jay Clayton and Corporation Finance Division Director Bill Hinman supplemented earlier SEC guidance to emphasize the importance of disclosures by public companies about the...more
On April 7, 2020, the SEC modified its March 13th guidance described here, addressing the effect of the coronavirus (COVID-19) on annual shareholder meetings.
The modified guidance notes that issuers encountering delays in...more
The SEC issued new guidance yesterday supplementing its previously-announced COVID-19 order that gives relief from Exchange Act filing deadlines (see our blog post about the COVID-19 order here). The guidance details how the...more
On March 13, 2020, the SEC issued guidance regarding the effect of the coronavirus (COVID-19) on upcoming annual shareholder meetings. The SEC advised that a company that has already mailed and filed its proxy materials can...more
This post is following up on our previous post on February 27, 2019, “SEC Guidance on Coronavirus Disclosures,”.
On March 4, 2020, the SEC issued an order which would provide publicly traded companies with an additional 45...more
The Securities and Exchange Commission on March 5, 2020 proposed sweeping changes to the rules governing capital raising through private offerings and other offerings exempt from registration under the Securities Act. If...more
The SEC, together with the PCAOB, recently updated guidance to reporting companies on issues arising from the coronavirus (COVID-19) outbreak. On February 19, 2020, SEC Chairman Clayton, PCAOB Chairman William Duhnke, and...more
Outright theft, as well as forced technology transfers and other official conditions on doing business overseas, have caused U.S. companies to lose substantial value of their intellectual property (IP) in recent years. A...more
On December 30, 2019, the SEC issued a Statement of the Chairman, the Director of the Division of Corporation Finance and the Chief Accountant to remind audit committees, in anticipation of the year-end financial reporting...more
On December 18, 2019, the Securities and Exchange Commission, on a 3 to 2 vote, proposed amendments to the definition of “accredited investor” in order to update that definition and expand the investors that would qualify as...more
On November 5, 2019, the Securities and Exchange Commission in a 3-2 vote proposed new rules on two high profile topics: proxy advisory firms and shareholder proposals. New rules on these topics have been anticipated since...more
The Securities and Exchange Commission, on September 26, 2019, adopted the expanded testing-the-waters relief it proposed in February. The JOBS Act permitted emerging growth companies (EGCs) to test the waters prior to or...more
On September 6, 2019, the SEC’s Division of Corporation Finance announced two notable revisions to its approach to handling no-action requests by companies seeking to exclude shareholder proposals under Rule 14a-8....more
The Securities and Exchange Commission (“SEC”) adopted Regulation FD (Fair Disclosure) in 2000 to help level the playing field among market participants by proscribing the selective disclosure of material nonpublic...more
The SEC’s Inline XBRL requirements now apply to large accelerated filers. As registrants have started using Inline XBRL for their filings, a number of questions have come up. On August 20, 2019, the staff of the SEC’s...more
On July 12, 2019, the Securities and Exchange Commission (“SEC”) published a staff statement encouraging issuers and other market participants to actively manage their transition away from LIBOR and fully disclose the risks...more
On Tuesday, June 18, 2019, the SEC issued a Concept Release seeking comments on how to rationalize and simplify the framework governing exempt offerings in order to expand the opportunities for making investments while...more
On May 9, 2019, the SEC proposed rule changes to the disclosure requirements for smaller reporting companies (SRCs). Last year, the SEC expanded the number of companies that qualify for scaled disclosure accommodations under...more
On May 3, 2019, the SEC proposed rule amendments to financial information that investors receive regarding the acquisition and disposition of businesses. The SEC’s rules requiring target company and pro forma financial...more
On March 27, 2019, the U.S. Supreme Court, in Lorenzo v. SEC, No. 17-1077 (2019), held that dissemination of false or misleading statements with intent to defraud violates Rules 10b–5(a) and (c) under the Securities Exchange...more
4/3/2019
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Lorenzo v SEC ,
Material Dissemination ,
Misleading Statements ,
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SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
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On March 20, 2019, the Securities and Exchange Commission (SEC) adopted amendments to modernize and simplify disclosure requirements for public companies, investment advisers, and investment companies. The amendments,...more
The recent SEC enforcement action against Volkswagen AG and its former CEO illustrates the securities law consequences of operational wrongdoing. As described by the SEC, from at least 2007 through 2015, Volkswagen sold...more