Key Takeaways:
- The SEC adopted final rules that seek to modernize and improve disclosures related to stock buyback programs. The enhanced disclosure will require domestic issuers to:
- Disclose aggregate daily quantitative repurchase data on a quarterly basis;
- Indicate if certain directors or officers traded in the relevant securities within four business days of the public announcement of an issuer’s repurchase plan;
- Provide narrative disclosure regarding (i) the issuer’s objectives or rationales for its share repurchases and (ii) any policies and procedures relating to purchases and sales of the issuer’s securities;…
As if issuers needed a reminder that it’s always the right time to be thinking about board composition, earlier this month, the SEC approved new Nasdaq rules that will require companies listed on that exchange to collect and report information about the diversity of their boards of directors. Under new Nasdaq Listing Rules 5605(f) and 5606, Nasdaq-listed companies will be required to publicly disclose on their websites or in their annual reports or proxy statements board-level diversity statistics using a template promulgated by Nasdaq and to explain why they do not have at least two (or one in the case of a company with five or fewer directors) diverse directors.… 
On March 25, 2020, the SEC’s Division of Corporation Finance published 
Issuers would be well-advised to take note of the SEC’s recently announced $200,000 settlement of an enforcement action brought against Florida-based TherapeuticsMD, Inc., less for the legal issues involved, which present a very straightforward application of Regulation FD, than as a reminder that regulators regularly review analysts’ reports and will not hesitate to investigate and prosecute apparent violations of disclosure rules.
n 2018, the SEC adopted rules requiring the use of Inline eXtensible Business Reporting Language, often referred to as XBRL, for filings including financial statement information and fund risk/return summary information. The Inline XBRL requirements recently became effective (in connection with filing a Form 10-Q for a fiscal period ending on or after June 15, 2019) for operating companies that are large accelerated filers that prepare their financial statements in accordance with U.S.… 
The SEC staff has issued supplemental 
On March 20, 2019, the SEC amended its disclosure requirements to ease reporting burdens for most public companies. While no individual change is particularly noteworthy, the aggregate impact of the changes should generally simplify the reporting process. A few changes will require modest additional disclosures. The most significant changes are:
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. … 
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,… 
Last week, the SEC staff published new 
Yesterday the SEC staff issued 
Related-party transactions are often easy to spot: the company is on one side of a contract, and a director or officer, or a company they control, is on the other side. But some transactions are less obvious.
On August 17, the SEC adopted amendments to its rules and regulations to simplify public company disclosures by eliminating duplicative, outdated or overlapping requirements. Most of the changes are highly technical, and in many cases SEC rules will still require substantially the same disclosure, although perhaps in a new location. Some of the minor but helpful changes for most companies include:
Yesterday, the Securities and Exchange Commission approved changes to the definition of a “smaller reporting company,” or SRC, that will significantly increase the availability of the less burdensome, scaled disclosure requirements applicable to companies qualifying as SRCs . The amendments increase the public float threshold for qualification as an SRC from less than $75 million to less than $250 million, in each case regardless of the company’s revenues. In addition,… 
As noted in our earlier post 
This week the SEC staff expanded relief for the disclosure of non-GAAP financial forecasts used in business combinations.