On October 10, 2023, the SEC adopted final amendments to Regulation 13D-G and Regulation S-T to modernize the beneficial ownership reporting regime under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the related rules. The amendments aim to enhance the timeliness, accuracy, and accessibility of information about significant ownership and voting power in public companies. Specifically, the amendments affect filing deadlines,… More
Tag Archives: Disclosures
Heightened Share Repurchase Disclosure Adopted by SEC
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;…
SVB Closure: Public Company Disclosure Considerations
Key Takeaways:
- Since Friday, March 10, 2023, more than 300 public companies have filed current reports on Form 8-K regarding the closure of Silicon Valley Bank (“SVB”).
- Company disclosure in these 8-Ks falls essentially into four categories: (i) no commercial relationship with SVB; (ii) minimal commercial relationship with SVB and minimal exposure to deposit risk; (iii) significant commercial relationship with SVB with some deposit/loan risk,…
Three Takeaways from the SEC’s New Proposed Rules on Climate Disclosures
Today, the Securities & Exchange Commission voted 3 to 1 in favor of adopting a long-awaited set of proposed revisions to SEC regulations concerning the disclosure of climate risks and related financial impacts, as well as data on greenhouse gas emissions in certain SEC filings. The recommendation to adopt the new set of rules was not unanimous, with Commissioner Hester Peirce voting against the measure, arguing that the new set of rules is at best unnecessary,… More
SEC Brings First Enforcement Action Against Issuer for Disclosures About Financial Effects of COVID-19
On December 4, 2020, the SEC brought its first case charging a public company, The Cheesecake Factory, with making misleading disclosures about the effects of COVID-19 on its business operations and financial condition. The agency has made explicit since January that it is closely focused on this issue, and its settled action against The Cheesecake Factory, which agreed to pay a $125,000 penalty, signals that it will target issuers for failing to provide fulsome disclosure about the negative impacts of the pandemic.… More
SEC Revises Financial Statement Disclosure Requirements for Acquisitions and Dispositions
The SEC recently amended its disclosure requirements for historical and pro forma financial 
statements arising from acquisitions and dispositions.[1] While the revisions are fairly technical, overall they should reduce disclosure burdens and make it easier for public companies to pursue these transactions. The revisions also provide a useful reminder that public companies must sometimes disclose financial information even for very small acquisitions and should therefore strive to obtain reliable financial statements in every acquisition.… More