On December 1, 2020, the Nasdaq Stock Market filed a proposal with the Securities and Exchange Commission (SEC) to amend its listing standards to encourage greater board diversity and enhanced diversity disclosures for...more
On November 19, 2020, the Securities and Exchange Commission (SEC) adopted amendments to certain financial disclosure requirements of Regulation S-K, including those applicable to the Management’s Discussion and Analysis of...more
U.S. Securities and Exchange Commission (SEC) rules require reporting companies to file material agreements as exhibits to periodic reports, registration statements and certain other disclosure documents. Often times those...more
On September 9, 2020, the staff of the SEC Division of Corporation Finance (Staff) updated CF Disclosure Guidance: Topic No. 7 (Confidential Treatment Applications Submitted Pursuant to Rules 406 and 24b-2) to explain the...more
On August 26, 2020, the Securities and Exchange Commission (SEC) voted 3-2 to modernize Regulation S-K rules requiring business description, legal proceedings and risk factor disclosures. The amendments are intended to update...more
On June 23, 2020, the Division of Corporation Finance (the Division) of the U.S. Securities and Exchange Commission (SEC) issued CF Disclosure Guidance: Topic No. 9A (Guidance) on disclosures focusing on the impact of...more
As a reminder, conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than June 1, 2020. This remains true despite the impact of COVID-19, given that...more
As public companies approach an unprecedented earnings season due to the COVID-19 outbreak, U.S. Securities and Exchange Commission (SEC) Chairman Jay Clayton and Division of Corporation Finance Director William Hinman issued...more
On March 25, 2020, the U.S. Securities and Exchange Commission (SEC) issued a modified order extending the time period during which public companies impacted by COVID-19 may delay by 45 days SEC filings that otherwise would...more
When finalizing proxy materials for annual shareholder meetings, companies should consider the following U.S. Securities and Exchange Commission (SEC) rules and related guidance, as well as stock exchange listing standards...more
3/4/2020
/ Annual Meeting ,
Disclosure Requirements ,
EDGAR ,
Environmental Social & Governance (ESG) ,
Filing Requirements ,
Form 10-K ,
Form 8-K ,
NYSE ,
Proxy Materials ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Shareholder Proposals ,
Stock Exchange
The SEC issued documents on January 30, 2020, regarding management discussion and analysis (MD&A) and other disclosures.
...more
2/3/2020
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Interpretive Rule ,
Investment Adviser ,
Investment Companies ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Oversight ,
Regulatory Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
In December 2019, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published new "CF Disclosure Guidance: Topic No. 8" (Guidance) regarding disclosure obligations companies...more
1/17/2020
/ Corporate Finance ,
Disclosure Requirements ,
Division of Corporate Finance ,
Foreign Ownership ,
Intellectual Property Protection ,
International Relations ,
IP License ,
New Guidance ,
Proprietary Information ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Risk Assessment ,
Risk Mitigation ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Technology ,
Trade Secrets ,
Trademarks
In December 2019, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission issued new "CF Disclosure Guidance: Topic No. 7" (Guidance) regarding confidential treatment requests pursuant to...more
1/17/2020
/ Confidential Information ,
Corporate Finance ,
Disclosure Requirements ,
Division of Corporate Finance ,
Exemptions ,
FOIA ,
New Guidance ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Oversight ,
Rule 24b-2 ,
Rule 406 ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
On December 18, 2019, the U.S. Securities and Exchange Commission (SEC) voted in favor of proposing rules to implement the resource extraction issuer disclosure provisions in Section 1504 of the Dodd-Frank Act, which added...more
12/27/2019
/ Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Exemptions ,
Foreign Private Issuers ,
Form 10-K ,
Form 20-F ,
Oil & Gas ,
Proposed Rules ,
Public Comment ,
Resource Extraction ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Smaller Reporting Companies
Companies have important decisions to make as they prepare for the 2020 annual meeting and reporting season. We have prepared a checklist of key corporate governance, executive compensation and disclosure matters on which we...more
12/3/2019
/ Annual Meeting ,
Annual Reports ,
Audits ,
Board of Directors ,
Corporate Counsel ,
Director Compensation ,
Disclosure Requirements ,
Diversity ,
Environmental Social & Governance (ESG) ,
Filing Requirements ,
Glass Lewis ,
Hedging ,
Insider Trading ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Advisory Firms ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Reporting Requirements ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
On September 17, 2019, the Securities and Exchange Commission (SEC) announced proposed rules regarding the statistical disclosures that bank and savings and loan companies are required to disclose by SEC rules. The proposed...more
9/23/2019
/ Bank Holding Company ,
Comment Period ,
Disclosure Requirements ,
Financial Institutions ,
Form 10-K ,
GAAP ,
IFRS ,
Proposed Rules ,
Regulation S-K ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Statistical Analysis
On August 8, 2019, the Securities and Exchange Commission (SEC) announced proposed amendments to modernize the rules requiring description of business, legal proceeding and risk factor disclosures pursuant to Regulation S-K....more
As a reminder, conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than May 31, 2019. There have not been any notable regulatory updates related to the...more
On March 20, 2019, the Securities and Exchange Commission (SEC) adopted rule changes, as mandated by the Fixing America’s Surface Transportation Act (FAST Act), to modernize and simplify the disclosure and compliance...more
On February 6, 2019, the Division of Corporation Finance (Staff) of the Securities and Exchange Commission published new interpretive guidance regarding board diversity disclosures, which should be considered when preparing...more
2/13/2019
/ Board of Directors ,
Compliance ,
Director Nominations ,
Disclosure Requirements ,
Diversity ,
Division of Corporate Finance ,
New Guidance ,
Proxy Statements ,
Publicly-Traded Companies ,
Qualification Standards ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Woman Board Members
On December 18, 2018, the Securities and Exchange Commission (SEC) adopted final rules that will require hedging policy disclosures. The new rules, mandated by Section 955 of the Dodd-Frank Wall Street Reform and Consumer...more
On December 18, 2018, the Securities and Exchange Commission (SEC) issued a concept release requesting comments on the nature, content and timing of earnings releases and quarterly reports made by reporting companies.1 In...more
The SEC recently adopted amendments to disclosure requirements applicable to various registration statements and periodic reports, including minor changes to applicable form cover pages.
...more
On August 17, 2018, the Securities and Exchange Commission (SEC) amended certain disclosure requirements that have become duplicative or outdated. The amendments, which reflect the SEC’s efforts to implement the Fixing...more
As a reminder, conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than May 31, 2018....more