Tagged: disclosure

The SEC Amends Policy on Economic Projections, and Issues Final Rules and Additional Guidance for SPACs and Shell Companies

Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking

7 Feb, 2024

The SEC Amends Policy on Economic Projections, and Issues Final Rules and Additional Guidance for SPACs and Shell Companies

As discussed in more detail in our eUpdate published today, 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. These amendments impose significant new requirements on SPAC IPOs, as well as de-SPAC and similar transactions for SEC reporting shell companies. As...

SEC Updates Requirements for Business, Legal Proceedings and Risk Factor Disclosures

Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking / Securities Act Compliance

7 Sep, 2020

SEC Updates Requirements for Business, Legal Proceedings and Risk Factor Disclosures

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 required to provide in certain registration statements and reports. These disclosure requirements have not undergone significant revisions in over 30 years. In related remarks, SEC Chair Jay Clayton emphasized the modernizing...

SEC Supplements COVID-19 Disclosure Guidance Ahead of Second Quarter Reports

Exchange Act Reporting and Disclosure Effectiveness / Other categories / SEC Rulemaking

13 Jul, 2020

SEC Supplements COVID-19 Disclosure Guidance Ahead of Second Quarter Reports

The Securities and Exchange Commission continues to encourage public companies to provide disclosures that allow investors to evaluate the current and expected impact of COVID-19 through the eyes of management and to proactively revise and update disclosures as facts and circumstances change. Ahead of public company reports of their second quarter results, the SEC’s Division of Corporation Finance has released a supplement to CF Disclosure...

SEC Adopts Amendments to Improve Financial Disclosures About Acquisitions and Dispositions of Businesses

Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking

11 Jun, 2020

SEC Adopts Amendments to Improve Financial Disclosures About Acquisitions and Dispositions of Businesses

On May 21, 2020, the Securities and Exchange Commission announced rule and form amendments that will affect registrants’ financial disclosures relating to business acquisitions and dispositions.  The amendments are intended to streamline the required disclosures, make more meaningful information available to investors and facilitate access to capital.  These amendments mark the culmination of a year-long effort by the SEC that began with proposed rules changes...

SEC Clarifies the Compliance Deadline for New Mining Disclosure Rules

Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking / Securities Act Compliance

29 Apr, 2020

SEC Clarifies the Compliance Deadline for New Mining Disclosure Rules

On April 29, 2020, the SEC issued new Compliance & Disclosure Interpretations (the “New C&DIs”) that clarified the compliance deadline for many mining companies that file with the SEC on non-MJDS forms such as Form 10-K or Form 20-F to comply with the SEC’s new mining disclosure rules in Subpart 1300 of Regulation S-K. The New C&DIs follow closely on the heels of the National...

SEC Issues Guidance on COVID-19 Disclosures and Other Matters

Exchange Act Reporting and Disclosure Effectiveness / Securities Act Compliance

25 Mar, 2020

SEC Issues Guidance on COVID-19 Disclosures and Other Matters

On March 25, the SEC issued CF Disclosure Guidance Topic No. 9 that provides the Division of Corporation Finance’s current views regarding disclosure and other securities law obligations that companies should consider with respect to COVID-19 and related business and market disruptions. In the guidance, the SEC recognizes that it may be difficult to assess or predict with precision the broad effects of COVID-19 on...

Did you catch these developments for the 2019 proxy statement and Form 10-K?

Exchange Act Reporting and Disclosure Effectiveness / Executive Compensation and Disclosure / Other categories / Proxy Statements and Annual Meetings / SEC Rulemaking

15 Jan, 2019

Did you catch these developments for the 2019 proxy statement and Form 10-K?

The 10-K and proxy season begins in a little over a month for companies with calendar fiscal year-ends.  The following governance and disclosure developments should be considered in the course of preparing these filings. For additional background, see our presentation and supplemental materials for Preparing for the 2019 SEC Reporting Season. Proxy Statement Impact of the government shutdown: During the government shut down, the SEC is...

SEC Issues $1.75 Million Penalty Over Perks Disclosures

Compensation Committees / Corporate Governance Committees, Policies and Practices / Exchange Act Reporting and Disclosure Effectiveness / Executive Compensation and Disclosure / Proxy Statements and Annual Meetings

10 Jul, 2018

SEC Issues $1.75 Million Penalty Over Perks Disclosures

A recent SEC consent order against The Dow Chemical Company reminds companies that when evaluating whether or not to disclose a payment or benefit to an executive as a perk in a proxy statement, the fact that the item has a tangential business purpose, or is convenient for the company, is insufficient grounds to exclude the item as a perk.  In order to be excluded as...

SEC Guidance on Cybersecurity Disclosure and Policies – Recap of Dorsey Webinar Presentation

Ethics and Compliance / Exchange Act Reporting and Disclosure Effectiveness / Investor Relations and Communications / Legislative Actions / SEC Rulemaking / Securities Act Compliance

8 Jun, 2018

SEC Guidance on Cybersecurity Disclosure and Policies – Recap of Dorsey Webinar Presentation

Earlier this week, Dorsey hosted a webinar panel presentation on the SEC’s recent guidance on cybersecurity disclosures and policies. The webinar provided a detailed walk-through of the SEC’s guidance, including issues related to enhanced disclosure, insider trading, and Reg FD policies. The panel also discussed the impact of the SEC’s guidance within the changing landscape of cybersecurity and current developments in shareholder litigation, SEC enforcement actions,...

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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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avatar for Cam C. HoangCam C. Hoang

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

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Jason assists clients in raising funds through capital mar...

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Kimberley helps clients achieve key business goals through securi...

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