Category: Securities
Corp Fin staff issues new CDI regarding representations required in Exxon Capital Exchanges
by Cydney Posner Corp Fin has posted a new CDI regarding the use of Form S-4 in connection with so-called “Exxon Capital” exchanges. In an Exxon Capital exchange (Exxon Capital Holdings Corporation (April 13, 1988)), an issuer that has privately sold non-convertible debt (or certain other securities) to large, sophisticated […]
SEC votes to propose rule amendments to eliminate outdated or redundant provisions
by Cydney Posner At an open meeting today, the SEC voted to take an interim step in its disclosure effectiveness project, proposing amendments “to eliminate redundant, overlapping, outdated, or superseded provisions,” in light of subsequent changes to SEC disclosure requirements as well as GAAP and IFRS requirements. This is not […]
House votes to “defund” disfavored SEC rules, potential rules and guidance
by Cydney Posner On Friday, the House passed H.R. 5485, the Financial Services and General Government Appropriations Act for fiscal year 2017, which includes appropriations for the SEC. As noted here and here, included as part of the bill were several amendments directed at defunding SEC rules, potential rules and […]
Corp Fin Chief Accountant sheds more light on non-GAAP CDIs
by Cydney Posner In a webcast yesterday, “Non-GAAP Disclosures: The SEC Speaks,” sponsored by TheCorporateCounsel.net, Corp Fin Chief Accountant Mark Kronforst, speaking for himself and not the SEC, shed more light on the recent guidance from the Corp Fin staff on non-GAAP financial measures (NGFMs). (See this PubCo post.) Kronforst […]
SEC Chair White discusses potential SEC coming attractions: sustainability reporting
by Cydney Posner In a speech last week to the International Corporate Governance Network Annual Conference, the last agenda item discussed by SEC Chair Mary Jo White was the current state of sustainability reporting. The bottom line: the “issue has our attention.”
SEC Chair White discusses SEC coming attraction: board diversity disclosure
by Cydney Posner In a speech last week to the International Corporate Governance Network Annual Conference, SEC Chair Mary Jo White announced that the Corp Fin staff is preparing a proposal to amend the current rule requiring board diversity disclosure in proxy statements. The goal will be to require “more […]
SEC approves Nasdaq proposal for golden leash disclosure
by Cydney Posner As discussed in this PubCo post and this PubCo post, in March, Nasdaq resubmitted to the SEC a proposal requiring listed companies to disclose third-party compensation of directors in connection with their candidacy for or service on company boards. These “golden leash” arrangements are most common in connection […]
SEC adopts (again) final rules requiring disclosure of payments to governments by resource extraction issuers—is another legal challenge in the works?
by Cydney Posner Yesterday, the SEC announced that it had adopted final rules, mandated by Section 1504 of Dodd-Frank, that require disclosure on Form SD of certain payments made to the federal and foreign governments by resource extraction issuers in connection with commercial development of oil, gas and mineral rights. The adopting release […]
SEC proposes to allow more companies to qualify as smaller reporting companies
by Cydney Posner Without holding an open meeting, the SEC has proposed changes to the definition of a “smaller reporting company” that would raise the financial cap from “less than $75 million” in public float to “less than $250 million,” allowing more companies to take advantage of the scaled disclosures […]
Discussion Draft of the Financial CHOICE Act
by Cydney Posner A discussion draft for the Financial CHOICE Act is now publicly available. Many of the provisions of interest from a corporate standpoint are in Title IV—Capital Markets Improvements and Title X—Unleashing Opportunities for Small Business, Innovators, and Job Creators by Facilitating Capital Formation. (It doesn’t exactly unleash […]
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