Monthly Archives: January 2019

Proving that where there’s a will, there’s a way, the U.S. capital markets continue to push forward as the political stalemate at the heart of the federal government shutdown continues.  A temporary solution to the shutdown appears to be at hand but in the spirit of “then what?” we want to keep you up to date.  Acknowledging the obstacles created by its inability to review registration statements and declare them effective during the course of the shutdown,… More

In our 2018 SEC year in preview post, we called attention to an expected increase in SEC cybersecurity enforcement action.  The SEC has certainly lived up to the billing throughout 2018, which was the first full year in existence for the SEC’s new Cyber Unit.  In particular, the Cyber Unit and the SEC’s Enforcement Division focused on three types of enforcement actions:  (1) stopping unregistered and/or fraudulent trading of digital assets,… More

The SEC’s Division of Corporation Finance has posted helpful FAQs about the impact of the government shutdown on registration statements for public offerings.  During the shutdown, the SEC will not declare registration statements effective, but companies still have several options that may enable them to pursue their offerings.

Well-known seasoned issuers can continue to file automatically effective registration statements, and companies with already effective shelf registration statements should be able to complete a takedown unless the terms of the offering would require the issuer to file a post-effective amendment.… More

During this ever-lengthening government shutdown, it’s easy to forget that 2018 was a big year for changes to the SEC’s disclosure regime, which companies will need to keep in mind as they prepare their 2019 10-Ks and proxy statements.  In particular, in August, the SEC adopted its Disclosure Updates and Simplification rules, which eliminated some duplicative, outdated and  overlapping disclosure requirements (see our post here), and in June it adopted amendments to the smaller reporting company definition,… More

This past Boxing Day, the SEC delivered another reminder that it remains intensely focused on public companies’ disclosure of non-GAAP financial measures.  In an agreed cease-and-desist order released on December 26, 2018, ADT Inc. (ADT) agreed to pay a $100,000 fine to settle an accusation that it failed to comply with Item 10(e) of Regulation S-K.  Item 10(e) requires, among other things, that any disclosure of a non-GAAP financial measure in an SEC filing must be accompanied by disclosure of the most directly comparable GAAP financial measure with equal or greater prominence. … More

The Securities and Exchange Commission has finally adopted new rules that will require public companies to include in proxy statements for their annual meetings a description of their hedging policies and practices applicable to employees and directors.  These rules were called for by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010  but weren’t proposed until February 2015. The new rules will apply to proxy and information statements with respect to the election of directors during fiscal years beginning on or after July 1,… More