The SEC on January 24, 2024 adopted final rules amending the disclosure and registration requirements applicable to special purpose acquisition companies (SPACs) and shell companies that register or file reports with the SEC....more
Rulemaking Background - On Dec. 15, 2021, the SEC proposed amendments to the disclosure requirements regarding purchases of equity securities made by or on behalf of an issuer or any affiliated purchaser....more
On May 3, 2023, in a 3-2 vote, the SEC adopted amendments to significantly increase the disclosure required about issuer repurchases of their equity securities that are registered under the Securities Exchange Act of 1934....more
On December 15, the same day it proposed amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) that may blunt the use of the affirmative defense for insider trading, the Securities and Exchange...more
Companies listed on the New York Stock Exchange should review their policies on related party transactions and related processes to confirm they are consistent with recent revisions to the applicable NYSE rules. ...more
On November 19, 2020, the United States Securities and Exchange Commission (the SEC) adopted amendments (the Adopted Amendments)1 to Items 301 (selected financial data), 302 (supplementary financial data), and 303...more
In November 2020, the SEC adopted amendments to Regulation S-K to modernize and simplify certain disclosure requirements related to Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)...more
On November 19, the U.S. Securities and Exchange Commission (SEC) continued its ongoing efforts to streamline and enhance its disclosure regime by adopting amendments to Items 301, 302, and 303 of Regulation S-K. These...more
[This post revises and updates my earlier post primarily to reflect the contents of the adopting release.] - By a vote of three to two, the SEC has adopted new amendments to simplify, modernize and enhance Management’s...more
As covered in our blog post dated August 26, 2020, the SEC recently adopted amendments to Regulation S-K Items 101 (business description), 103 (legal proceedings), and 105 (risk factors) aimed at modernizing disclosure...more
Yesterday, the SEC announced that it has adopted, without an open meeting, final amendments designed to simplify and modernize MD&A and other financial disclosure requirements of Reg S-K. With SEC Chair Jay Clayton and Corp...more
In response to commonly asked questions, the SEC staff has released three FAQs related to amendments to the business description, legal proceedings and risk factor disclosure requirements in Regulation S-K Items 101, 103,...more
As part of the ongoing efforts by the Securities and Exchange Commission (“SEC”) to modernize public company disclosures, the changes to Regulation S-K announced in late August will become effective on Monday, November 9. ...more
The SEC approved amendments to Items 101, 103, and 105 of Regulation S-K in late August, as described in a recent client alert, “SEC Adopts Third Round of Disclosure Modernization.” The amendments were published in the...more
Companies that may need to disclose environmental penalties and other environmental information to the Securities and Exchange Commission (SEC) should take note: The disclosure rules are changing. Late last month the SEC...more
The Securities and Exchange Commission (the “SEC”) has adopted amendments to Regulation S-K to update the description of business (Item 101), legal proceedings (Item 103), and risk factors (Item 105) that public companies are...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 August 26, 2020, the Securities and Exchange Commission (SEC) adopted amendments to update the description of business (Item 101), legal proceedings (Item 103), and risk factor (Item 105) disclosures that registrants are...more
The SEC has adopted amendments to modernize certain disclosure requirements set forth in Regulation S-K. Specifically, the SEC updated the items governing a company’s description of its business, legal proceedings and risk...more
On August 26, 2020, by a 3-2 party-line vote, the SEC adopted amendments to Regulation S-K that aim to modernize the descriptions of business and legal proceedings, and risk factor disclosure requirements. The amendments...more
On May 21, 2020 the Securities and Exchange Commission adopted a number of amendments intended to reduce the complexity of financial disclosures required for business acquisitions and dispositions by U.S. public companies....more
In March 2019, the Securities and Exchange Commission adopted final rules amending Regulation S-K and related rules and forms to modernize and simplify disclosure requirements for registrants. These amendments follow from the...more
Recently, the Securities and Exchange Commission (SEC) adopted amendments (the Amendments) to modernize and simplify disclosure requirements in Regulation S-K (and related rules and forms). Consistent with the SEC’s mandate...more
On March 20, 2019, the Securities and Exchange Commission (SEC) adopted amendments to modernize and simplify certain disclosure requirements in Regulation S-K, and related rules and forms, in a manner that reduces the costs...more
On March 20, 2019, the U.S. Securities and Exchange Commission (SEC) announced it had adopted a series of amendments to improve the readability and navigability of company disclosures, and to discourage the disclosure of...more