On August 31, 2016, as part of the SEC’s continued Disclosure Effectiveness Initiative, the SEC proposed amendments that would require the inclusion of hyperlinks to exhibits to most registration statements and periodic and current reports. The proposed rules would also require these filings to be in HTML format. Read more in our full summary here: https://www.dorsey.com/newsresources/publications/client-alerts/2016/09/hyperlinks-proposed-for-sec-filings
Category: Exchange Act Reporting and Disclosure Effectiveness
Can you design better compensation disclosure? The SEC wants your thoughts on S-K Item 402 – and the rest of Subpart 400
As part of its Disclosure Effectiveness Initiative, the SEC has previously requested comments on parts of Regulation S-K and Regulation S-X. On August 25th, the SEC requested comment on Subpart 400 of Regulation S-K. Subpart 400 covers a lot of territory, including disclosure requirements on management, compensation and corporate governance. The Fixing America’s Surface Transportation Act (FAST Act) required the SEC to review Regulation S-K...
The Securities and Exchange Commission (the “SEC”) recently announced proposed amendments in order to update and simplify its disclosure requirements. The proposed amendments are intended to simplify compliance efforts and reduce the disclosure burden on companies subject to the SEC’s public reporting requirements, while maintaining the integrity of publicly disclosed information available to market participants. The proposed amendments address a number of SEC disclosure requirements...
Can a shareholder who is unable to rely on the HSR passive investor exemption still file a Schedule 13G? Maybe, says the SEC Staff in new guidance
Last Tuesday, the US Department of Justice announced a record $11 million fine against an activist investment firm for improperly claiming an exemption from Hart-Scott-Rodino’s notification and waiting period provisions reserved for passive investors. Two days later, in the wake of the DOJ’s announcement, the SEC Staff issued guidance stating that the inability to rely on the HSR passive investor exemption (relating to the acquisition...
The SEC has proposed some long overdue rules relating to mining disclosure. The proposed rules are designed to bring US disclosure in closer alignment with global standards. See our summary here: https://www.dorsey.com/newsresources/publications/client-alerts/2016/07/new-mining-disclosure-rules
For companies with operations in the UK, the threat of Brexit creates significant concerns. This summary addresses some immediate considerations: https://www.dorsey.com/newsresources/publications/client-alerts/2016/06/thoughts-on-brexit-for-us-reporting-companies
Many companies rely on non-GAAP financial measures to help explain company performance. The SEC is paying attention to the use of non-GAAP numbers and has provided more guidance to issuers. See our summary here: https://www.dorsey.com/newsresources/publications/client-alerts/2016/05/tighten-use-of-non-gaap-financial-measures