On February 24, 2021, Acting Chair of the US Securities and Exchange Commission (SEC), Allison Herren Lee, announced that the agency will be focusing on public companies’ climate change disclosures as part of an effort to...more
Recently, the Securities and Exchange Commission’s Division of Corporation Finance issued a sample comment letter that provides guidance to issuers raising capital and that have volatile securities. ...more
Securities and Exchange Commission Chair Clayton had commented in several interviews over the last couple of months regarding possible SEC Staff guidance regarding SPAC disclosures. In a prior post, we also had noted that in...more
At an open meeting yesterday, the Securities and Exchange Commission (SEC) adopted resource extraction rules, as required by the Dodd-Frank Act. Resource extraction issuers that file reports pursuant to Securities Exchange...more
On November 24, 2020, the US Securities and Exchange Commission (SEC) proposed for comment amendments to Rule 701 under the Securities Act of 1933, which is the exemption from the registration requirements relied upon most...more
Some time ago, in 2018, the Securities and Exchange Commission had issued a concept release requesting public comment on possible amendments to Rule 701 and Form S-8. The concept release followed after the SEC Staff had...more
Yesterday, November 23, 2020, the Staff of the Securities and Exchange Commission Division of Corporation Finance issued CF Disclosure Guidance Topic No. 10. The guidance addresses disclosure considerations for companies...more
11/24/2020
/ China ,
Corporate Issuers ,
Disclosure Requirements ,
Emerging Markets ,
New Guidance ,
Publicly-Traded Companies ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Rights ,
Variable Interest Entities
Speaking in connection with the Practising Law Institute’s (PLI) Directors’ Institute on Corporate Governance, Securities and Exchange Commission Division of Corporation Finance Director, William Hinman, shared his views on a...more
The Securities and Exchange Commission continues to move forward with its rulemaking agenda. Yesterday, the SEC announced that it voted to adopt amendments to the MD&A disclosure requirements. These had been proposed at the...more
11/20/2020
/ Corporate Governance ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
MD&A Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
As we previously reported, the SEC’s amendments to certain provisions of Regulation S-K, including Risk Factors, become effective on Monday, November 9, 2020. The Staff of the SEC’s Division of Corporation Finance has...more
On November 2, 2020, the U.S. Securities and Exchange Commission (SEC) voted to adopt amendments proposed in March 2020 that harmonize and modernize the exempt offering framework (referred to as the Amendments). As with...more
Portfolio 5507 discusses the securities laws applicable to foreign private issuers that access the U.S. capital markets and the integrated disclosure system....more
During the annual Practising Law Institute’s SEC Speaks, Commissioner Lee discussed the state of public markets and public offerings. The Commissioner addressed the shift toward continued reliance on the private markets...more
On September 11, 2020, the U.S. Securities and Exchange Commission (SEC) adopted, in substantially the form it had proposed, amendments to the requirements for statistical disclosures that bank and savings and loan...more
The Securities and Exchange Commission adopted updated disclosure requirements for domestic and foreign banks, which were historically contained in Industry Guide 3. Consistent with the proposed changes, the final amendments...more
On August 26, 2020, the US Securities and Exchange Commission (SEC) adopted amendments to Regulation S-K that are intended to modernize business, legal proceedings and risk factor disclosures. According to the SEC, the...more
At an open meeting held yesterday morning, the Securities and Exchange Commission voted to adopt the previously proposed amendments to Regulation S-K Items 101, 103 and 105. These changes affect the Business section, Risk...more
Introduction -
This First Analysis article discusses the amendments (Amended Rules) adopted by the U.S. Securities and Exchange Commission (SEC) on May 21, 2020 in connection with financial statement disclosures on...more
On June 30, 2020, Securities and Exchange Commission Chair Jay Clayton will moderate a roundtable concerning pandemic-related disclosure considerations, which will be livestreamed from the SEC’s website....more
The Securities and Exchange Commission announced the entry of an order settling charges against a registrant relating to the failure to disclose fully perquisites and benefits provided to the former chief executive officer. ...more
On May 21, 2020, the US Securities and Exchange Commission (SEC) adopted amendments (Amended Rules)1 to financial statement disclosures with respect to business acquisitions and dispositions required by Regulation S-X’s Rule...more
Not deterred by the pandemic, the Securities and Exchange Commission seems to be continuing its work tackling the items on the regulatory agenda. Today, the SEC announced that adopted amendments to its requirements related...more
The Staff of the Securities and Exchange Commission’s Division of Corporation Finance provided additional guidance regarding some of the COVID-19 related relief in the form of several questions and answers...more
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
In a joint statement, the Chair of the Securities and Exchange Commission, Jay Clayton, and the Director of the SEC’s Division of Corporation Finance, William Hinman, exhorted public companies to provide, in connection with...more