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Inflation Reduction Act
SEC Adopts Amendments to Improve Financial Disclosures related to Acquisitions and Dispositions of Businesses, Update “Significant Subsidiary” Test
On May 21, 2020, the Securities and Exchange Commission adopted amendments to the rules that govern the financial disclosures registrants must make upon the acquisition or disposition of certain businesses. The Commission also amended the definition of “significant subsidiary” in...
Guidance Recap for the Upcoming Annual Report and Proxy Season
As reporting companies advance in preparations of their 2019 annual report and 2020 proxy statement, this update includes a recap of some of the more significant disclosure rules adopted and other announcements published by the Securities and Exchange Commission during...
SEC Adopts Amendments to Modernize and Simplify Disclosure Requirements
The Securities and Exchange Commission has adopted final rules amending Regulation S-K and certain other rules and forms to modernize and simplify disclosure requirements. Among other matters, the amendments reduce and clarify the disclosures required in management’s discussion and analysis...
The CAM – A New Challenge
On October 23, 2017 the Securities and Exchange Commission (the “SEC”) issued its Release No. 34‐81916; File No. PCAOB‐2017‐01 in which the SEC approved, without change, the new auditing standard adopted by the Public Company Accounting Oversight Board (the “PCAOB”)...
Go West? What the NYSE Has to Offer for Gulf IPOs
Saudi Aramco’s planned IPO has put the region’s companies in sharp focus for global investors. As GCC nations continue to experience shifts in economic activity, including less government spending, more companies (both state and privately owned) are looking to IPOs...
SEC Expands Confidential Submission Process to All IPOs
The Staff of the Division of Corporation Finance of the Securities and Exchange Commission announced that it will permit all companies to submit draft registration statements relating to initial public offerings (IPOs) for review on a non-public basis, broadening the...
SEC Will Not Enforce Part of the Conflict Minerals Disclosure Rule
On Friday, April 7, 2017, the acting Chief of the Securities and Exchange Commission (the “Commission”) Michael Piwowar released a statement that the Commission will not recommend enforcement of certain parts of its Conflict Minerals disclosure rule (Securities Exchange Act...
Frequently Asked Questions About the SEC's New Rules Requiring Hyperlinked Exhibits in Exchange Act and Securities Act Filings
On March 1, 2017, the Securities and Exchange Commission adopted changes to rules and forms that will require companies to provide hyperlinks to the exhibits listed in the exhibit index in most reports and registration statements filed under the Securities...
President Signs Repeal of the SEC's Extraction Payment Disclosure Rule
Further to our February 2, 2017
House Votes to Invalidate Extraction Payment Disclosure Rule
On February 1, 2017, the U.S. House of Representatives passed House Joint Resolution 41 to annul the Extraction Payment Disclosure Rule. The rule would require oil and gas companies to disclose in annual reports for fiscal years ending on or...
Webinar: Anatomy of an IPO: What Every Bank Thinking of Going Public Needs to Know
Get a jump start on a successful planning process for you IPO. The “Anatomy of an IPO” will guide you along the path of preparing for, and living through, an IPO, as well as navigating the sometimes treacherous waters of...
SEC Amends Rules Affecting Intrastate and Small Exempt Offerings
On October 26, 2016, the Securities and Exchange Commission (“SEC”) announced amendments to certain rules exempting intrastate offerings and other limited offerings from federal registration requirements. The SEC modernized Rule 147, added new Rule 147A, increased the offering ceiling for...
SEC Releases New Interpretations on CEO Pay Ratio Disclosure
On October 18, 2016, the staff of the Division of Corporation Finance of the Securities and Exchange Commission published five new Compliance & Disclosure Interpretations (CDIs) related to CEO pay ratio disclosures. The CDIs provide some clarity on how companies...
Proxy Access Shareholder Proposals: SEC Staff Responds to Requests to Exclude on “Substantially Implemented” Grounds
Staff grants relief to some, denies relief to others. Ownership threshold appears to be determining factor. Important implications for companies that have adopted or are considering adoption of a proxy access bylaw. The staff of the SEC Division of Corporation...
FAST Act Impact on Community Banks
Last week, President Obama signed into law a $305 billion bundle of legislation referred to as the FAST Act. While the FAST Act was conceived as a transportation bill, it came to contain a number of provisions targeted towards the...