Governance & Compliance Insider

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

Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking / Securities Act Compliance

7 Sep, 2020

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

Exchange Act Reporting and Disclosure Effectiveness

13 Aug, 2020

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

Exchange Act Reporting and Disclosure Effectiveness / Other categories / SEC Rulemaking

13 Jul, 2020

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

Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking

11 Jun, 2020

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 Releases FAQs Relating to Use of Form S-3 Registration Statement in Light of COVID-19 Order

Other categories / Securities Act Compliance

14 May, 2020

SEC Releases FAQs Relating to Use of Form S-3 Registration Statement in Light of COVID-19 Order

On May 4, 2020, the SEC issued three FAQs relating to the unique circumstances arising from COVID-19 and the use of Form S-3 registration statement. The SEC’s Division of Corporation Finance is not including them within their Compliance and Disclosure Interpretations since these responses relate to unique circumstances arising from COVID-19. The staff may supplement or amend these responses. The FAQs should provide clarity to...

Washington State to Require Gender Diversity on Public Company Boards or Board Diversity Disclosure

Board Governance and Compensation / Corporate Governance Committees, Policies and Practices / Legislative Actions / Proxy Statements and Annual Meetings

14 May, 2020

Washington State to Require Gender Diversity on Public Company Boards or Board Diversity Disclosure

Effective as of June 11, 2020, the Washington State legislature has amended the Washington Business Corporation Act (“WBCA”) to require public companies to either have a gender-diverse board of directors by January 1, 2022 or comply with new board diversity disclosure requirements. A public company will be deemed to have a gender-diverse board of directors if, for at least 270 days of the fiscal year...

SEC Adopts Temporary Amendments to Regulation Crowdfunding to Provide Relief to Smaller Companies Affected by COVID-19

SEC Rulemaking

14 May, 2020

SEC Adopts Temporary Amendments to Regulation Crowdfunding to Provide Relief to Smaller Companies Affected by COVID-19

On May 4, 2020, the SEC announced final rules that provide temporary, conditional relief from certain requirements of Regulation Crowdfunding, relating to the timing of the offering and the availability of financial statements in issuers’ offering materials. This relief was effective immediately and is available to certain issuers that meet the eligibility criteria described below. The SEC adopted the temporary rules in response to feedback...

SEC Clarifies the Compliance Deadline for New Mining Disclosure Rules

Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking / Securities Act Compliance

29 Apr, 2020

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...

NASDAQ and NYSE Provide Temporary Relief from Certain Continued Listing Requirements

Uncategorized

24 Apr, 2020

NASDAQ and NYSE Provide Temporary Relief from Certain Continued Listing Requirements

In response to the COVID-19 pandemic, NASDAQ and NYSE are providing temporary relief from certain continued listing standards. As of now, NYSE American has not provided similar relief from its continued listing standards as a result of COVID-19. Specifically, NASDAQ is providing relief from the continued listing bid price ($1.00) and market value of publicly held shares listing requirements through June 30, 2020. While NASDAQ...

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

Exchange Act Reporting and Disclosure Effectiveness

14 Apr, 2020

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...

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