News & Analysis as of

Disclosure Requirements Corp Fin Reporting Requirements

Cooley LLP

Corp Fin Revises 18 “Schedule 13D/G” CDIs

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A few days ago, Corp Fin revised a total of 18 CDIs related to Schedule 13Ds and 13Gs, mainly to align them with the changes to the rules related to those Schedules made back in October ’23. The CDIs are redlined by Corp Fin...more

Cooley LLP

Corp Fin Revises Two (And Withdraws One) Legal Proceeding Disclosure CDIs

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A few weeks ago, Corp Fin revised two – and withdrew one – of the Legal Proceedings CDIs under Item 103 of Regulation S-K. These CDI changes are catching up to the reorg of Item 103 that the SEC made five years ago when the...more

DLA Piper

Corp Fin Releases New Guidance on Clawback Disclosure Requirements

DLA Piper on

The staff of the Division of Corporation Finance (Corp Fin) of the Securities and Exchange Commission (SEC) has issued new Compliance and Disclosure Interpretations (C&DIs) relating to the clawback disclosures required in an...more

Cooley LLP

Clawback Checkboxes on the Form 10-K Cover: Corp Fin Issues Six CDIs

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A few months ago, we put out our own set of a dozen FAQs about the clawback checkboxes on the Form 10-K cover page in this blog. Now, Corp Fin has issued six CDIs on the topic. The new CDIs, which are set forth below,...more

Cooley LLP

Securities Act and FPI Exchange Act forms CDIs update

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Corp Fin continues its project of updating CDIs. This new tranche relates to effectiveness of Form S-3 relative to timing of filing of Forms 10-K and proxy statements, allowing non-automatically effective Forms S-3 to be...more

Cooley LLP

Corp Fin Issues New Guidance Further Accommodating Nonpublic Draft Registration Statements

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A few days ago, Corp Fin issued this guidance expanding the accommodations available for nonpublic review of draft registration statements to all issuers, building on the 2017 expansion of nonpublic reviews initiated by the...more

Cooley LLP

A Response to Last Week’s Corp Fin Interps: BlackRock Stops All Scheduled Engagement!

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As noted in the Cooley Alert from Brad Goldberg, Beth Sasfai, Reid Hooper and Michael Mencher that I blogged about yesterday, Corp Fin issued guidance last week that some thought could alter the nature of shareholder...more

WilmerHale

Corp Fin Director Discusses Policy, Outreach and Future Areas of Focus

WilmerHale on

Earlier this month, SEC Division of Corporation Finance Director William Hinman delivered the keynote address at the Practising Law Institute’s Seventeenth Annual Institute on Securities Regulation in Europe. Director Hinman...more

Cooley LLP

Blog: Conflict Minerals Benchmarking Study Analyzes Filings For 2016—Was There Any Progress?

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Development International has posted its most recent Conflict Minerals Benchmarking Study, analyzing the results of filings for the 2016 filing period. The study looked at filings submitted by the 1,153 issuers that had filed...more

Cooley LLP

Blog: Corp Fin Director Provides Some Insights Into The Direction Of The SEC “Disclosure Effectiveness Initiative”

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A few days ago, Corp Fin director, Keith Higgins, gave a speech, “Shaping Company Disclosure for the 21st Century” before the George A. Leet Business Law Symposium at Case Western Reserve University School of Law, in which he...more

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