Topic: 1934 Act Filings

CorpFin Provides Relief on Effectiveness of “Disclosure Simplification” Rules

As discussed in more detail in our QuickStudy (available here), on August 17, 2018 the Securities and Exchange Commission (the “SEC”) adopted numerous amendments to its disclosure requirements that were intended to simplify compliance for issuers by eliminating certain redundant, overlapping, outdated or superseded disclosure requirements (the “Disclosure Simplification Rules”).

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Locke Lord QuickStudy: SEC Amends Rule 701 TO Increase Disclosure Threshold and Seeks Comment on Further Changes for Compensatory Awards

On July 18, the Securities and Exchange Commission adopted an amendment to Rule 701 increasing the threshold that triggers the Rule’s disclosure requirements. As background, Rule 701 provides an exemption from the registration requirements of the Securities Act for offers and sales of securities (including securities issuable under stock options and restricted stock units) by private companies (i.e., companies not subject to the reporting requirements under the Exchange Act) to their employees, officers, directors, consultants and advisors under compensatory benefit plans.

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Locke Lord QuickStudy: SEC Sanctions Inadequate Perk Disclosure and Sends Message

On June 2, 2018, the U.S. Securities and Exchange Commission (“SEC”) announced that The Dow Chemical Company (“Dow Chemical”) agreed to settle charges related to its inadequate disclosure of executive perquisites in SEC filings by paying a $1.75 million civil penalty, hiring an independent consultant to evaluate and recommend changes to the company’s policies and procedures relating to perquisites disclosure, and implementing the recommended changes.

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Locke Lord QuickStudy: Update Your Cover Pages for Exchange Act Reports, including Forms 10-K, 10-Q and 8-K

As discussed in our recent QuickStudy, the SEC has adopted new rules (in effect as of April 12th) that make changes to the cover pages of Securities Act registration statements (Forms S-1, S-3, S-4, S-8, S-11, F-1, F-3 and F-4) and Exchange Act periodic reports (Forms 10-K, 10-Q and 8-K), as well as Forms 10, 20-F and 40-F, to include new check boxes for a company to indicate whether, at the time of filing, the company is an EGC and whether it has elected not to use the extended transition period for an EGC to comply with new or revised accounting standards.

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