Topic: Disclosure Requirements
SEC Provides COVID-19 Disclosure Guidance
The SEC’s Division of Corporation Finance issued new COVID-19 disclosure guidance on March 25, 2020. This follows earlier guidance and relief offered by the Staff. (See the links here, here and here, for example.) The SEC is encouraging thoughtful, tailored and widely disseminated disclosure by affected companies, even in the absence of a specific line item requirement.
Read MoreSEC Coronavirus Guidance on Shareholder Annual Meeting Engagement
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
Read MoreSEC Provides Guidance on Performance Metrics in MD&A; Proposes Financial Disclosure Changes
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.
Read MoreSEC 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.
Read MoreInline 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.
Read MoreSEC 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.
Read MoreSEC 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).
Read MoreSEC 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.
Read MoreCorp 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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