Disclosure Requirements

On September 11, 2020, the U.S. Securities and Exchange Commission (SEC) adopted, in substantially the form it had proposed, amendments to the requirements for statistical disclosures that bank and savings and loan registrants provide to investors.

The rules rescind Industry Guide 3, Statistical Disclosure by Bank Holding Companies (Guide 3); codify certain Guide 3 disclosures

The Securities and Exchange Commission adopted updated disclosure requirements for domestic and foreign banks, which were historically contained in Industry Guide 3. Consistent with the proposed changes, the final amendments streamline the disclosure requirements since GAAP and IFRS requirements already call for certain disclosures.  The SEC fact sheet notes that the rules require disclosures regarding:

At an open meeting held this morning, the Securities and Exchange Commission voted to adopt the previously proposed amendments to Regulation S-K Items 101, 103 and 105.  These changes affect the Business section, Risk Factors section, and Legal Proceedings discussion in filings.  The amendments are part of the SEC’s continuing implementation of its disclosure effectiveness

On August 5, 2020, the Securities and Exchange Commission will hold an open meeting, which will be webcast, in order to, among other things, consider whether to propose amendments to the advertising rules for business development companies and registered investment companies.  The SEC also will consider whether to propose rules and form amendments intended to

The SEC Office of the Investor Advocate is required to produce and deliver to Congress a report on its objectives for the subsequent fiscal year.  Just recently, the Investor Advocate released and delivered its report outlining the principal objectives for the fiscal year 2021.

The report expresses growing concern regarding the Securities and Exchange Commission’s

On June 30, 2020, Securities and Exchange Commission (“SEC”) Chair Jay Clayton moderated a roundtable concerning pandemic-related disclosure considerations.  The roundtable included Gary Cohn, former Director of the National Economic Council, Glenn Hutchins, co-founder of Silver Lake Partners, Tracy Maitland, President of Advent Capital Management, and Barbara Novick, the Vice Chair of BlackRock.  The Director

PLI Webinar
July 7, 2020
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On May 21, 2020, the U.S. Securities and Exchange Commission adopted amendments to financial statement disclosures with respect to business acquisitions and dispositions required by Regulation S-X’s Rule 3-05 (Financial Statements of Businesses Acquired or to be Acquired (Rule 3-05)),

Not deterred by the pandemic, the Securities and Exchange Commission seems to be continuing its work tackling the items on the regulatory agenda.  Today, the SEC announced that adopted amendments to its requirements related to disclosures for acquisitions and dispositions.  We had previously blogged and written about these proposals.

The amendments affect Regulation S-X, including

The Securities and Exchange Commission recently announced another meeting of its Investor Advisory Committee.  The virtual public meeting will be open to the public and webcast on May 21, 2020 starting at 10:00 am Eastern Time.  The Committee’s agenda includes a panel discussion regarding index funds, and a panel discussion regarding credit rating agencies.


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April 29, 2020
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The use of non-GAAP financial measures by public companies continues to draw regulatory scrutiny and media attention. Companies often use these measures to supplement GAAP numbers and convey information they believe is relevant, meaningful and useful in understanding financial position, performance and