On June 24, 2024, the SEC’s Division of Corporation Finance published five additional interpretations (CDIs) addressing the effect of ransomware payments on the obligation of companies to report material cybersecurity...more
A few days ago, Corp Fin issued three new CDIs relating to delays in reporting material cybersecurity incidents on Form 8-K. Those CDIs, together with the Department of Justice Material Cybersecurity Incident Delay...more
Yesterday, Corp Fin released yet another group of new and revised CDIs, these relating to pay-versus-performance disclosure. (See this PubCo post.) Several of the new CDIs address issues regarding peer groups and some provide...more
On Friday, Corp Fin released some new CDIs, summarized below, relating to the proxy rules. The CDIs can all be found under the caption Proxy Rules and Schedule 14A, and all are new with one exception for a newly revised CDI...more
As companies look ahead to the upcoming proxy and annual report season, the SEC has generated a number of new items to add to your compliance checklist – in addition to those covered in last year's list. Those items, along...more
In May, the SEC adopted a proposal intended to modernize and improve disclosure regarding company stock repurchases. One fortunate aspect of the final rules—for domestic companies, that is—was that the new rule did away with...more
On August 25, 2023, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) issued five new Compliance and Disclosure Interpretations (CDIs) relating to Rule 10b5-1 trading arrangements. Three...more
Corp Fin has posted an update to the CDIs related to the tender offer rules and schedules. Below are brief summaries. Section 101. General Questions - Tender offers may be subject only to conditions based on objective...more
On Friday afternoon, Corp Fin posted a slew of new CDIs—15 in total—regarding the new pay-versus-performance rule. You may recall that, in August last year, the SEC finally adopted a new rule that will require disclosure of...more
In October last year, the SEC adopted a new clawback rule, Exchange Act Rule 10D-1, which directed the national securities exchanges to establish listing standards requiring listed issuers to adopt and comply with a clawback...more
During the fourth quarter of 2022, the Securities and Exchange Commission continued its brisk pace of rulemaking across several disclosure initiatives. The Commission reopened the comment period for its share repurchase...more
You may have noticed that there’s still no effective date for the new Disclosure Update and Simplification, which was adopted in August. The new amendments are scheduled to become effective 30 days after publication in the...more
Updated for the first time in more than a decade, the new guidance for proxy rules and statements provides significant changes to certain disclosure requirements in the context of proxy solicitations....more
Two pieces of guidance emerged from the Securities and Exchange Commission on September 21, 2017, with respect to the pay ratio rule. The guidance was issued by the Commission and the Commission's Division of Corporation...more
Two pieces of guidance emerged from the SEC on September 21, 2017, with respect to the pay ratio rule. First, the Commission issued interpretive guidance on the rule. Second, the Division of Corporation Finance also issued...more
Below are summaries of some more new CDIs from Corp Fin, this group relating to the tender offer rules and schedules. Two of the new CDIs provide guidance regarding disclosure of compensatory arrangements for financial...more
On October 18, 2016, the staff of the Division of Corporation Finance of the Securities and Exchange Commission published five new Compliance & Disclosure Interpretations (CDIs) related to CEO pay ratio disclosures. The CDIs...more
More new and revised CDIs from Corp Fin today. This time, the CDIs address Rule 701 and the Rule 144(d) holding period. Rule 701 — Exemption for Offers and Sales of Securities Pursuant to Certain Compensatory Benefit...more
Corp Fin has just issued several new CDIs regarding pay-ratio disclosure (S-K Item 402(u)). As you probably recall, the pay-ratio provision mandates that the SEC require most public companies to disclose, in a wide range of...more
In recent months, companies have experienced greater scrutiny of their use of non-GAAP financial measures by the staff of the U.S. Securities and Exchange Commission (SEC). This greater scrutiny follows the release earlier...more
On May 17, 2016, the staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) released new and revised Compliance and Disclosure Interpretations (CDIs) regarding the use of...more