Archives for December 2020

SEC Adopts New Rule Relating to Submissions through EDGAR and Electronic and Remote Online Notarization

December 22, 2020 | Posted by Hillary H. Holmes; James J. Moloney; Peter Wardle Topic(s): Miscellaneous; Securities Regulation

On December 11, 2020, the Securities and Exchange Commission (the “SEC") announced its adoption of a new rule under Regulation S-T in connection with its administration of the Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR") to promote the reliability and integrity of EDGAR submissions, and also the adoption of revisions to Volumes I and II of the EDGAR Filer Manual and related rules under Regulation S-T, including provisions regarding electronic notarizations and remote online notarizations, which include electronic signatures.

SEC (Finally) Adopts Resource Extraction Disclosure Rules (Again)

December 21, 2020 | Posted by Hillary H. Holmes; Gerry Spedale Topic(s): Audit Committee; Disclosure; Dodd Frank

On December 16, 2020, the Securities and Exchange Commission (the “SEC") adopted final rules (available here) requiring certain disclosure by public companies that engage in the commercial development of oil, natural gas or minerals. Under the final rules, domestic or foreign “resource extraction issuers" (the definition of which is discussed below) will have to file a Form SD on an annual basis that includes information about payments related to the commercial development of oil, natural gas or minerals that are made to a foreign government or the U.S. federal government.

Summary of Select Director Education Opportunities Available

December 13, 2020 | Posted by Hillary H. Holmes; Elizabeth A. Ising Topic(s): Audit Committee; Compensation Committee; Corporate Governance

Gibson Dunn’s summary of director education opportunities has been updated as of December 2020 and is available at the links below. Boards of Directors of public companies find this a useful resource as they look for high quality education opportunities.

Summary Chart and Comparative Blackline Reflecting Recent Amendments to MD&A Requirements Now Available

December 11, 2020 | Posted by Hillary H. Holmes; Lori Zyskowski; Michael A. Titera; Ronald O. Mueller; Andrew L. Fabens Topic(s): Audit Committee; Disclosure; Financial Statements; Registration Statements

On November 19, 2020, the SEC announced that it had adopted amendments to Item 301 (“Selected Financial Data"), Item 302 (“Supplementary Financial Information") and Item 303 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations") of Regulation S-K. This article provides (1) a high level summary of the amendments, effective dates and Commissioners’ views, (2) a detailed description of the amendments in tabular format, and (3) a blackline comparison of the changes to Item 302(a) and Item 303 of Reg S-K.