On March 20, 2019, the Securities and Exchange Commission (SEC) adopted amendments to simplify and modernize disclosure requirements of Regulation S-K and certain forms....more
3/27/2019
/ Amended Rules ,
Disclosure Requirements ,
EDGAR ,
Financial Reporting ,
GAAP ,
IFRS ,
Initial Public Offering (IPO) ,
MD&A Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
It is now time for foreign private issuers to prepare their annual reports on Form 20-F. For companies with a calendar year-end, the Form 20-F must be filed with the U.S. Securities and Exchange Commission (the SEC) by 30...more
1/14/2019
/ Annual Reports ,
C&DIs ,
Cybersecurity ,
Disclosure Requirements ,
Economic Sanctions ,
Foreign Private Issuers ,
GAAP ,
Iran Sanctions ,
Libor ,
Mining ,
Non-GAAP Financial Measures ,
PCAOB ,
Russia ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC) ,
State Sponsors of Terrorism ,
Trade Policy ,
UK Brexit ,
US Trade Policies
On December 18, 2018, the Securities and Exchange Commission (SEC) approved long-awaited final rules implementing Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Consistent with the proposed...more
12/28/2018
/ Clawbacks ,
Dodd-Frank ,
Hedging ,
Incentive Compensation ,
Pay-for-Performance ,
Proposed Regulation ,
Proxy Statements ,
Public Disclosure ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
’Tis the season, and no, we do not mean the holiday season. Although it may seem like you just filed your 2018 proxy, the 2019 proxy season is upon us. This quick reference guide, which is intended to supplement Shearman &...more
12/21/2018
/ Board of Directors ,
Corporate Governance ,
Corporate Social Responsibility ,
Cybersecurity ,
Diversity ,
Executive Compensation ,
Glass Lewis ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Season ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
On October 31, 2018, the U.S. Securities and Exchange Commission (SEC) adopted a final rule (available here) that overhauls its existing disclosure requirements for mining company issuers, including royalty companies. The new...more
11/6/2018
/ Commodities ,
CRIRSCO ,
Disclosure Requirements ,
Final Rules ,
Materiality ,
Mineral Exploration ,
Mineral Extraction ,
Mining ,
Qualified Person ,
Regulation S-K ,
Royalties ,
Securities and Exchange Commission (SEC) ,
Supply Chain ,
Vertical Integration
On October 16, 2018, the Securities and Exchange Commission (SEC) issued a report outlining an investigation conducted by the SEC’s Division of Enforcement related to the internal accounting controls at nine public companies...more
10/30/2018
/ Cyber Crimes ,
Cybersecurity ,
Email ,
Enforcement ,
Fraud ,
Information Reports ,
Internal Controls ,
Interpretive Opinions ,
Popular ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Spoofing
On September 18, 2018, Shearman & Sterling submitted a comment letter on the SEC’s proposed revisions to the financial disclosure requirements for registered debt securities that are guaranteed or collateralized with...more
On August 17, 2018, the Securities and Exchange Commission (SEC) announced the adoption of amendments to simplify and update disclosure requirements. Although the amendments are voluminous in length and breadth of provisions...more
Publishes Concept Release to Explore Rule 701 and Form S-8 Reform -
The Adopting Release -
On June 18, 2018, the Securities and Exchange Commission (SEC) issued final rules to amend Securities Act Rule 701, which...more
When assessing whether a digital asset is a security, the key question to ask is whether a third party is driving the expectation of a return, says a senior Securities and Exchange Commission (SEC) official....more
On May 21, 2018, in a 5-4 decision, the United States Supreme Court held, in Epic Systems Corp. v. Lewis, that arbitration clauses in employment contracts requiring individualized proceedings are enforceable and thereby...more
6/15/2018
/ Arbitration ,
Arbitration Agreements ,
Class Action Arbitration Waivers ,
Employee Retirement Income Security Act (ERISA) ,
Epic Systems Corp v Lewis ,
Ernst & Young v Morris ,
Federal Arbitration Act ,
Murphy Oil v NLRB ,
NLRA ,
NLRB ,
Remand ,
Reversal ,
Savings Clause ,
SCOTUS
Earlier this week, the Federal Reserve Board and other federal regulatory agencies (the “Agencies”) responsible for implementing the Volcker Rule agreed to seek public comment on proposed changes (the “Proposed Rule”) to the...more
On May 24, 2018, President Trump signed into law the Economic Growth, Regulatory Relief, and Consumer Protection Act (Reform Act). Although largely focused on regulatory exemptions for smaller financial institutions, the...more
On May 24, 2018, President Trump signed into law the first major financial services reform bill since the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) in 2010. The Economic...more
5/29/2018
/ Bank Holding Company ,
Banking Sector ,
Community Reinvestment Act ,
Deregulation ,
Dodd-Frank ,
Financial CHOICE Act ,
Financial Services Industry ,
Global Systemically Important Banks (G-SIBs) ,
HMDA ,
Liquidity Coverage Ratio ,
Prudential Standards ,
Stress Tests ,
Trump Administration ,
Venture Capital ,
Volcker Rule
May 11, 2018 marked the compliance date for the Customer Due Diligence Requirements for Financial Institutions rule issued by the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) on May 11, 2016 (the...more
Business development companies (BDCs) won greater flexibility to leverage their loans to small and midsize businesses when President Trump signed the $1.3 trillion government spending bill on March 22, 2018. The 2,148 page...more
Recently, the gender pay gap has become the subject of increased scrutiny and media attention as a growing movement works to bring an end to gender-based wage differentials. On April 9, 2018, there was an interesting...more
This update serves to cover virtual currency regulatory developments over the past two months in the U.S., U.K. and EU. This follows our previous virtual currency regulatory updates as part of Shearman & Sterling’s FinTech...more
On February 21, 2018, the Securities and Exchange Commission released new interpretive guidance on public company disclosures regarding cybersecurity risks and incidents....more
The Securities and Exchange Commission’s Office of Compliance Inspections and Examinations’ long-awaited examination priorities for 2018 will focus on five principal areas: retail investors; infrastructure risks; FINRA and...more
In their testimony before the U. S. Senate Committee on Banking, Housing and Urban Affairs (the “Committee”), Chairman Jay Clayton of the Securities and Exchange Commission (SEC) and Chairman J. Christopher Giancarlo of the...more
SEC/CFTC Statements -
In an op-ed published in the Wall Street Journal on January 24, 2018, Jay Clayton, the Chair of the US Securities and Exchange Commission (SEC), and J. Christopher Giancarlo, the Chair of the US...more
On November 1, 2017, the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14I (SLB 14I) on shareholder proposals, which sets out a...more
On October 11, 2017, the Securities and Exchange Commission (SEC) proposed amendments to Regulation S-K designed to simplify and streamline disclosures made by public companies and reduce compliance costs while continuing to...more
On October 6, 2017, the US Department of the Treasury released a 220-page report on reforming the US regulatory system for the capital markets (Capital Markets Report). The Capital Markets Report includes 91 recommendations...more