November 10, 2020
12:00pm – 1:00pm EST
Register here.

Preparations are key to a successful proxy and annual report season, and autumn is not too early to begin. As companies evaluate the ramifications of COVID-19 that need to be discussed in various contexts in annual filings with the US Securities and Exchange Commission, advance

On September 11, 2020, the U.S. SEC adopted 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 into a new Subpart 1400 of Regulation S-K; eliminate other Guide

A few weeks ago, we marked the one-year anniversary of the publication by the Business Roundtable of its statement on the purpose of a corporation, which looked beyond the shareholder primacy model to a broader stakeholder model.  In a new essay, “Times They are A-Changin’:  When Tech Employees Revolt!” written by Anat Alon-Beck,

On September 9, 2020, the U.S. Securities and Exchange Commission (SEC) staff amended CF Disclosure Guidance Topic No. 7, Confidential Treatment Applications Submitted Pursuant to Rules 406 and 24b-2 (Guidance Topic No. 7) to specify options available when a confidential treatment order is about to expire. Notably, the amendments permit companies to maintain confidential treatment

On August 26, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Regulation S-K that are intended to modernize business, legal proceedings and risk factor disclosures. According to the SEC, the amendments are designed to update rules, to improve the readability of disclosures and to simplify compliance for reporting companies. These amendments become

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

The Securities and Exchange Commission today voted to propose amendments to the Regulation S-K requirements for Management’s Discussion and Analysis, or MD&A, and also issued agency guidance relating to MD&A. The SEC’s actions follow the recommendations included in the SEC Staff’s Report on Review of Disclosure Requirements in Regulation S-K (“S-K Study”), which was mandated

On September 17, 2019, the Securities and Exchange Commission proposed rules to update the statistical disclosures that banks and loan registrants provide to investors, and eliminate disclosures that overlap with SEC rules, U.S. GAAP or IFRS.  The proposed rules would replace Industry Guide 3, Statistical Disclosure by Bank Holding Companies, with updated disclosure in a

On August 8, 2019, the US Securities and Exchange Commission proposed amendments to Regulation S-K that are intended to modernize business, legal proceedings and risk factor disclosures. According to the SEC, the proposed amendments are designed to update rules to account for developments since they were first adopted or last amended and to improve the

Despite the cancellation of the open meeting, the Securities and Exchange Commission proceeded to vote to propose amendments to certain Regulation S-K disclosure requirements.

The proposed amendments relate only to Items 101 (description of business), 103 (legal proceedings) and 105 (risk factors).  This does not fully address all of the aspects of Regulation S-K that