Category: SEC Rulemaking

Comment Period Extended by a Month for Proposed Mining Property Disclosure Rules

SEC Rulemaking

29 Aug, 2016

Comment Period Extended by a Month for Proposed Mining Property Disclosure Rules

On June 16, 2016, the SEC proposed new rules to update disclosure requirements for mining properties.  The intent of the extensive and complex proposed rules is to align them more closely with current industry and global standards, specifically disclosure standards based on the Committee for Mineral Reserves International Reporting Standards.  The SEC’s current disclosure requirements for mining properties, Industry Guide 7 (Mining Operations), are woefully...

Can you design better compensation disclosure? The SEC wants your thoughts on S-K Item 402 – and the rest of Subpart 400

Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking

26 Aug, 2016

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...

SEC Proposes Amendments to Update and Simplify Disclosure Requirements

Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking

9 Aug, 2016

SEC Proposes Amendments to Update and Simplify Disclosure Requirements

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...

SEC Approves NASDAQ Rule Requiring Disclosure of “Golden Leash” Arrangements

Board Governance and Compensation / SEC Rulemaking / Shareholder Activism / Stock Exchanges

5 Jul, 2016

SEC Approves NASDAQ Rule Requiring Disclosure of “Golden Leash” Arrangements

Do your directors have a “golden leash”? If so, NASDAQ-listed companies will be required to publicly disclose those arrangements as a result of newly adopted rules. “Golden leash” arrangements are compensation arrangements between activist shareholders and their director nominee in connection with his or her service on, or candidacy for, a company’s board of directors, usually in connection with a proxy fight. In a typical...

SEC Issues Guidance to Tighten Use of Non-GAAP Financial Measures

Exchange Act Reporting and Disclosure Effectiveness / Investor Relations and Communications / SEC Rulemaking

18 May, 2016

SEC Issues Guidance to Tighten Use of Non-GAAP Financial Measures

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

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This blog, published by the attorneys of Dorsey & Whitney LLP’s Corporate Governance & Compliance Practice Group, tracks the latest developments, trends and best practices in compliance, corporate governance, and disclosure.

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Cam helps clients with corporate matters including governance and...

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