Topic: Disclosure Requirements

SEC Enforcement Action Is a Reminder of the Importance of Regulation FD Compliance

The Securities and Exchange Commission (“SEC”) adopted Regulation FD (Fair Disclosure) in ‎‎2000 to help level the playing field among market participants by proscribing the selective ‎disclosure of material nonpublic information. Regulation FD has had a profound impact on ‎public company communications practices and public disclosures.

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Inline XBRL: Corp Fin Issues 9 New Interpretations

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.

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

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.

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SEC Proposes Further Relief for Low Revenue Smaller Reporting Companies

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).

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SEC Proposes Changes to Disclosures for Acquisitions and Dispositions

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.

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Corp Fin Issues Guidance on How to Redact Your Material Contracts Without Filing a Confidential Treatment Request

Late last month we blogged about rule amendments adopted by the Securities and Exchange Commission that are intended to modernize and simplify disclosure requirements for public companies, including an amendment that allows registrants to redact confidential information from most exhibits without filing a confidential treatment request.

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The SEC Modernizes and Simplifies Disclosure

On March 20, 2019, the Securities and Exchange Commission (SEC) adopted amendments to modernize and simplify disclosure requirements for public companies, investment advisers, and investment companies.  The amendments, consistent with the SEC’s mandate under the Fixing America’s Surface Transportation (FAST) Act, are based on recommendations in the staff’s FAST Act Report as well as a broader review of the Commission’s disclosure rules.

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Disclosure Violations Arising from Operational Wrongdoing

The recent SEC enforcement action against Volkswagen AG and its former CEO illustrates the ‎securities law consequences of operational wrongdoing.‎ ‎ As described by the SEC, from at least ‎‎2007 through 2015, Volkswagen sold “clean diesel” cars while concealing their emissions ‎problems through use of an undisclosed defeat device.

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