1934 Act Filings Archives - Page 2 of 4

SEC Coronavirus Guidance on Shareholder Annual Meeting Engagement

by Rob Evans, Stan Keller and Eugene McDermott | Mar 16, 2020 | 1934 Act Filings, Corporate Governance, COVID-19, Disclosure Requirements, Proxy Statements, Shareholder Proposals

On March 13, 2020, the SEC issued guidance regarding the effect of the coronavirus (COVID-19) ‎on upcoming annual shareholder meetings. The SEC advised that a company that has already ‎mailed and filed its proxy materials can change the date, time, or location (including changing to a ‎‎“virtual (or “remote-only”) meeting”) of its annual meeting without mailing additional proxy ‎materials so long as that company promptly‎

SEC Provides Guidance on Performance Metrics in MD&A; Proposes Financial Disclosure Changes

by Rob Evans, Stan Keller and Eugene McDermott | Jan 31, 2020 | 1934 Act Filings, Disclosure Requirements, Non-GAAP Financial Measures

The Securities and Exchange Commission, on January 30, 2020, issued guidance to reporting companies about the use of key performance indicators and other metrics, including those that are non-GAAP financial measures, in Management’s Discussion and Analysis.

Locke Lord QuickStudy: The 2020 Proxy Season is Around the Corner

Dec 12, 2019 | 1934 Act Filings, Proxy Statements

The 2020 proxy season is almost upon us. This QuickStudy recaps some important policy updates from Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”) and new disclosure requirements to keep in mind as proxy preparations begin in earnest this winter.

New Increased SEC Filing Fee Rate Effective October 1, 2019

Aug 26, 2019 | 1933 Act Offerings, 1934 Act Filings

On August 23, 2019, the Securities and Exchange Commission (the “SEC”) announced that in its fiscal year 2020 the fees that public companies and other issuers pay to register their securities with the SEC will be set at $129.80 per million dollars.

Inline XBRL: Corp Fin Issues 9 New Interpretations

by Rob Evans and Stan Keller | Aug 21, 2019 | 1934 Act Filings, Disclosure Requirements, Financial Statements

The SEC’s Inline XBRL requirements now apply to large accelerated filers. As registrants have started using Inline XBRL for their filings, a number of questions have come up. On August 20, 2019, the staff of the SEC’s Division of Corporation Finance issued 9 new Compliance and Disclosure Interpretations (CDIs)‎ to help answer some of those questions.

SEC Proposes Changes to Disclosure Requirements regarding Business, Legal Proceedings and Risk Factors

Aug 9, 2019 | 1933 Act Offerings, 1934 Act Filings, Disclosure Requirements, Proxy Statements

On August 8, 2019, the Securities and Exchange Commission (“SEC”) released a proposal (“Proposing Release”) to modernize the description of business, legal proceedings, and risk factor disclosures that registrants are required to make pursuant to Regulation S-K.[1] The SEC stated goal is to improve these disclosures for investors and to simplify compliance for registrants.

SEC Reminds Companies: Disclose Risks as Real When They Cease to be Hypothetical

by Case Towslee, Rob Evans and Stan Keller | Jul 25, 2019 | 1934 Act Filings, Enforcement Actions

In a recent settled enforcement, the SEC provided an important lesson on required public disclosures.[1] The SEC charged that Facebook disclosed misuse of its user data as a potential or hypothetical risk, even though the company knew that user data had actually been misused.

SEC Staff Provides Guidance on LIBOR Transition Risks

by Rob Evans and Stan Keller | Jul 16, 2019 | 1934 Act Filings, LIBOR

On July 12, 2019, the Securities and Exchange Commission (“SEC”) published a staff statement[1] encouraging issuers and other market participants to actively manage their transition away from LIBOR[2] and fully disclose the risks they face from the change. Currently, private-sector banks report the information used in the formulation of LIBOR, but those banks are expected to cease reporting when their current reporting commitment ends in 2021.

SEC Proposes Further Relief for Low Revenue Smaller Reporting Companies

by Rob Evans and Stan Keller | May 10, 2019 | 1934 Act Filings, Disclosure Requirements

On May 9, 2019, the SEC proposed rule changes to the disclosure requirements for smaller reporting companies (SRCs). Last year, the SEC expanded the number of companies that qualify for scaled disclosure accommodations under SEC rules by increasing the public float and revenue caps in the SRC definition (from $75 million up to $250 million of public float or up to $700 million of public float with $100 million or less in revenues).

SEC Proposes Changes to Disclosures for Acquisitions and Dispositions

by Rob Evans and Stan Keller | May 7, 2019 | 1934 Act Filings, Disclosure Requirements, Financial Statements, M&A

On May 3, 2019, the SEC proposed rule amendments to financial information that investors receive regarding the acquisition and disposition of businesses. The SEC’s rules requiring target company and pro forma financial statements are complex. Creating the financial statements often results in significant delay and expense in M&A situations. The SEC’s proposed changes are intended to address these difficulties.

Topic: 1934 Act Filings

SEC Coronavirus Guidance on Shareholder Annual Meeting Engagement

SEC Provides Guidance on Performance Metrics in MD&A; Proposes Financial Disclosure Changes

Locke Lord QuickStudy: The 2020 Proxy Season is Around the Corner

New Increased SEC Filing Fee Rate Effective October 1, 2019

Inline XBRL: Corp Fin Issues 9 New Interpretations

SEC Proposes Changes to Disclosure Requirements regarding Business, Legal Proceedings and Risk Factors

SEC Reminds Companies: Disclose Risks as Real When They Cease to be Hypothetical

SEC Staff Provides Guidance on LIBOR Transition Risks

SEC Proposes Further Relief for Low Revenue Smaller Reporting Companies

SEC Proposes Changes to Disclosures for Acquisitions and Dispositions

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