Category: Exchange Act Reporting and Disclosure Effectiveness

SEC Staff Makes Life a Little Easier for Reporting Companies by Permitting Annual Reports to Shareholders to be posted on Company Websites

Jason Brenkert

On November 3, 2016, in a new C&DI, the SEC Staff stated they will not object if a company posts an electronic version of its annual report to shareholders on its corporate web site by the dates specified in Rule 14a-3(c), Rule 14c-3(b) and Form 10-K, respectively, in lieu of mailing paper copies or submitting it on EDGAR. The report must remain accessible for at...

New CDIs Help Issuers With Pay Ratio Disclosure, A Little

Whitney Holmes

On October 19th, the SEC released five new Compliance and Disclosure Interpretations (“CDIs”) relating to the upcoming “Pay Ratio Disclosure” requirements in Item 402(u) of Regulation S-K. Item 402(u) Pay Ratio Disclosure requirements, mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, require each covered public company to make annual disclosure of the ratio of its principal executive officer’s total annual compensation to...

Hyperlinks Proposed for SEC Filings

Steven Khadavi

On August 31, 2016, as part of the SEC’s continued Disclosure Effectiveness Initiative, the SEC proposed amendments that would require the inclusion of hyperlinks to exhibits to most registration statements and periodic and current reports. The proposed rules would also require these filings to be in HTML format. Read more in our full summary here:  https://www.dorsey.com/newsresources/publications/client-alerts/2016/09/hyperlinks-proposed-for-sec-filings

Can you design better compensation disclosure? The SEC wants your thoughts on S-K Item 402 – and the rest of Subpart 400

Kimberley R. Anderson

As part of its Disclosure Effectiveness Initiative, the SEC has previously requested comments on parts of Regulation S-K and Regulation S-X.  On August 25th, the SEC requested comment on Subpart 400 of Regulation S-K.  Subpart 400 covers a lot of territory, including disclosure requirements on management, compensation and corporate governance.   The Fixing America’s Surface Transportation Act (FAST Act) required the SEC to review Regulation S-K...

SEC Proposes Amendments to Update and Simplify Disclosure Requirements

Randal R. Jones

The Securities and Exchange Commission (the “SEC”) recently announced proposed amendments in order to update and simplify its disclosure requirements. The proposed amendments are intended to simplify compliance efforts and reduce the disclosure burden on companies subject to the SEC’s public reporting requirements, while maintaining the integrity of publicly disclosed information available to market participants. The proposed amendments address a number of SEC disclosure requirements...

Can a shareholder who is unable to rely on the HSR passive investor exemption still file a Schedule 13G? Maybe, says the SEC Staff in new guidance

Kimberley R. Anderson

Last Tuesday, the US Department of Justice announced a record $11 million fine against an activist investment firm for improperly claiming an exemption from Hart-Scott-Rodino’s notification and waiting period provisions reserved for passive investors.  Two days later, in the wake of the DOJ’s announcement, the SEC Staff issued guidance stating that the inability to rely on the HSR passive investor exemption (relating to the acquisition...

SEC Issues Guidance to Tighten Use of Non-GAAP Financial Measures

Kimberley R. Anderson

Many companies rely on non-GAAP financial measures to help explain company performance. The SEC is paying attention to the use of non-GAAP numbers and has provided more guidance to issuers. See our summary here: https://www.dorsey.com/newsresources/publications/client-alerts/2016/05/tighten-use-of-non-gaap-financial-measures