Kudos to the 2021 SEC Office of the Advocate for Small Business Capital Formation

On December 9, 2021, the SEC Office of the Advocate for Small Business Capital Formation released its 2021 annual report condensing a treasure trove of data related to exempt and registered offerings by small businesses for the period July 1, 2020 to June 30, 2021 and providing related policy recommendations to support such businesses. Read More ›

SEC Adopts Amendments to Permit the Use of Electronic Signatures for SEC Filings

Authored by Kenneth M. Silverman; Zachary E. Freedman, Law Clerk Read More ›

SEC Provides Temporary Relief and Guidance Due to COVID-19 Pandemic

Publicly traded companies need to consider COVID-19’s effect on disclosure obligations

SEC Proposes Revisions to Management’s Discussion and Analysis of Financial Condition and Results of Operations Disclosure Requirements

On January 30, 2020, the Securities and Exchange Commission (“SEC”) proposed a series of new amendments to the Regulation S-K requirements. The proposed amendments seek to modernize, simplify, and enhance certain financial disclosure requirements primarily by reducing duplicative disclosure and focusing issuers’ efforts on material information. The proposal would eliminate Items 301 and 302, which deal with selected financial data and supplementary financial data, respectively. The SEC’s primary focus is on Item 303. This item addresses disclosure requirements in the Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) section of issuers’ periodic reports (i.e., Forms 10-K and 10-Q) and registration statements. Read More ›

SEC Staff Provides Guidance on Reporting Impact on Deferred Tax Assets under New Tax Cuts and Jobs Act

New staff interpretative guidance clarifies for publicly traded companies and their auditors and legal and tax advisors the applicability of reporting the impact of a change in tax rates on deferred tax assets under Item 2.06 of Form 8-K. Read More ›

Reporting Sexual Misconduct Allegations May Not Be Ready for SEC Disclosure Yet But Should Be Part of the Conversation

Public companies need to be proactive and forward-thinking on their disclosure obligations when confronted with internal investigative findings that a director, executive officer or key employee engaged in sexual misconduct. Read More ›

The SEC Is Increasingly Eliciting Risk Factor Disclosure Describing Cybersecurity Risks and Past Cyber Attacks from All Public Companies

If your company’s databases “may be” subject to unauthorized access, the SEC is likely to remind you of your disclosure obligations relating to cybersecurity risks and cyber breaches, including their costs and associated consequences. Read More ›

Practice Pointer for OTC Quoted Companies: The SEC Wants to Know Why You Don’t Meet NYSE/Nasdaq Corporate Governance Standards

The SEC staff frequently comments during its review process about the lack of an established corporate governance structure, such as board member independence and board committee composition, by OTC quoted issuers, even if not required by SEC and national securities exchange rules. Read More ›

SEC Disclosure of the Future: Summary Disclosure Documents with Hyperlinks to the Details

Former SEC Chairman Harvey L. Pitt takes a guess that one day we may see five to six pages-long summary disclosure documents with hyperlinks to the detailed information of issuers in previously filed periodic reports. Read More ›

SEC to Hold Investor Advisory Committee Meeting on Thursday, March 9

The public meeting will be live streamed on the SEC website and agenda includes the current hot topic of unequal voting rights of shares. Read More ›