Category: Securities
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 […]
Corp Fin issues new CDIs providing guidance on Rule 701 primarily in the merger context
by Cydney Posner Corp Fin has just issued some new CDIs providing guidance on Rule 701, with all but one of the CDIs addressing the application of Rule 701 in the context of merger transactions. The new CDIs are summarized below:
The Financial CHOICE Act would dismantle a whole lot more in Dodd-Frank than just financial regulation
by Cydney Posner There has been a fair amount of press regarding the Financial CHOICE Act, a new bill sponsored by Jeb Hensarling, Chair of the House Financial Services Committee. The actual bill has not yet been released, but an executive summary is available. Most of the press attention has […]
SEC permits use of Inline XBRL — will it be enough to make XBRL great?
by Cydney Posner Until now, companies have been required to provide the financial statements accompanying their periodic and current reports in “structured,” i.e., machine-readable, format using XBRL and to provide this XBRL data as an exhibit to their filings. Today, the SEC issued an order allowing companies, on a voluntary […]
Could disclosure avert a decline in investment in human capital?
by Cydney Posner Much attention has been paid to the decline in spending on R&D and capital investments attributed to short-termist myopia. Hedge fund activists have been impugned for pressuring companies to return capital to shareholders in the form of buybacks and dividends at the expense of funding R&D and […]
No, please, not another summary!
by Cydney Posner The SEC has adopted an interim final rule implementing a provision of the FAST Act that will expressly allow a company, at its option, to include a summary in its Form 10–K, provided that each item in the summary includes a hyperlink cross-reference to the related material […]
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