Category: Exchange Act Reporting and Disclosure Effectiveness

What Counts as a “Perk” During the COVID-19 Pandemic?

What Counts as a “Perk” During the COVID-19 Pandemic?

Companies have offered benefits to employees, including executive officers, to enable them to continue their work and otherwise to make their lives easier during the COVID-19 pandemic.  Now the SEC has released additional guidance as to when these benefits constitute perquisites or personal benefits that should be included in executive compensation for proxy disclosure purposes.  See Question 219.05 of the SEC’s Compliance and Disclosure Interpretations. ...

SEC Updates Guidance on Expiring Confidential Treatment Orders

SEC Updates Guidance on Expiring Confidential Treatment Orders

On September 9, the SEC’s Division of Corporation Finance updated its guidance to outline three alternatives for handling an expiring confidential treatment order (“CTO”): 1) If the contract continues to be material but the previously redacted information is no longer confidential: refile the unredacted exhibit. 2) If the contract continues to be material, and the previously redacted information continues to be confidential, request to extend...

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

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 Creates New File Transfer System for Supplemental Materials and Rule 83 Confidential Treatment Requests

SEC Creates New File Transfer System for Supplemental Materials and Rule 83 Confidential Treatment Requests

The SEC announced last week that in light of COVID-19 concerns, the Division of Corporation Finance is providing a temporary secure file transfer process for the submission of (i) supplemental materials that are requested by the SEC about registrants and their registration statements, reports and activities pursuant to Rules 418 and 12b-4 and (ii) information subject to Rule 83 confidential treatment requests. Rule 83 requests...

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

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

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

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 Expects that Upcoming Earnings Reports and Related Investor and Analyst Calls Will Not be Routine, Should Be Forward-Looking

SEC Expects that Upcoming Earnings Reports and Related Investor and Analyst Calls Will Not be Routine, Should Be Forward-Looking

In light of the COVID-19 pandemic, SEC Chair Clayton and Director William Hinman have issued a joint statement urging public companies to provide as much information as is practicable regarding their current financial and operating status, as well as their future operational and financial planning, in upcoming earnings releases and analyst and investor calls. Specifically: Company disclosures should reflect this state of affairs and outlook...

SEC Chairman Issues Public Statement Encouraging Public Companies to Make Prompt COVID-19 Disclosure; No Action on Certain Proposed Rule Making until May 1

SEC Chairman Issues Public Statement Encouraging Public Companies to Make Prompt COVID-19 Disclosure; No Action on Certain Proposed Rule Making until May 1

On April 2, 2020, SEC Chairman John Clayton, issued a public statement amid the ongoing COVID-19 pandemic. In the statement, Chairman Clayton stated that the Commission and its staff remain focused on protecting the interests of Main Street investors who are “the lens through which” the Commission evaluates if it is effectively advancing its mission and noting that the Commission “continue[s] to allocate [its] resources...

SEC Extends Filing Relief for Companies Affected by COVID-19

SEC Extends Filing Relief for Companies Affected by COVID-19

The Securities and Exchange Commission has extended an earlier order, so that subject to certain conditions that we reported on here, public companies may have an additional 45 days from the original due date to file their Exchange Act reports that are otherwise due between March 1 and July 1, 2020. Companies relying on this relief, in compliance with the conditions imposed by the order,...