• Skip to main content
  • Skip to primary sidebar

Securities Regulation and Corporate Governance Monitor

  • Home
  • About
  • Editors
  • Topics
  • Subscribe
  • Home
  • About
  • Editors
  • Topics
  • Subscribe

Securities Regulation

SEC Provides Guidance on Say-on-Pay Description Language

February 13, 2012 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Say on Pay; Securities Regulation

On February 13, 2012, the Securities and Exchange Commission provided guidance on how a company should describe its advisory vote to approve executive compensation that is required by Rule 14a-21 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on its proxy card and voting instruction form.  While the interpretation specifically addresses only the phrasing on the proxy card, best practice is to use the same terminology when identifying the voting item within the proxy statement.  The guidance was provided under Compliance and Disclosure Interpretation (“C&DI”) Question 169.07 and stated the following:

Read More

Form 13H Filing Requirements for “Large Traders”

February 7, 2012 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Investment Act/Investment Advisors Act; Securities Regulation

Under new SEC Rule 13h-1, entities and natural persons must register with the SEC ten (10) days after becoming “large traders,” as defined in the rule.  The initial filing of Form 13H was due by December 1, 2011 for entities and natural persons who were large traders on or after the rule’s October 3, 2011 effective date. Rule 13h-1(b)(1) also requires all large traders to file an annual Form 13H 45 days after each full calendar year-end, unless they have filed for inactive status, and no later than the end of any calendar quarter if the information on the form becomes stale.

Read More

Amendments to Form 10-K and 10-Q

January 30, 2012 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Securities Regulation

Effective Friday, January 27, 2012, Form 10-K was amended by changing the heading for Part I, Item 4 to read “Mine Safety Disclosures.” Similarly, Part II, Item 4 of Form 10-Q was amended in the same manner. Previously, these item headings had read, “Removed and Reserved,” but as the new headings indicate they will now be used to provide disclosures required under Section 1503 of the Dodd-Frank Act. Amendments were also made to Form 20-F and Form 40-F to provide for disclosures by foreign issuers. The substantive disclosure requirements for these items consists only of a statement whether, if applicable, disclosures required under Section 1503 of the Dodd-Frank Act and under newly adopted Item 104 of Regulation S-K are included as an exhibit to the filing. Those disclosures apply only to an issuer that is an operator, or that has a subsidiary that is an operator, of a coal or other mine covered by the Federal Mine Safety and Health Act of 1977, and require information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. The Commission estimated that only approximately 100 issuers filing Form 10-K will be required to provide the disclosures called for by the new provisions. All other issuers can state that the item is “not applicable,” but will want to note the change in the item headings for their filings.

Read More

SEC Provides Guidance on Disclosure Regarding European Sovereign Debt Exposures

January 9, 2012 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Securities Regulation

On January 6, 2012, the SEC’s Division of Corporation Finance (the “Division”) issued “CF Disclosure Guidance: Topic No. 4” regarding companies’ disclosures about exposures to European sovereign debt holdings.  The Division provided the guidance to bring about “greater clarity and comparability” in companies’ disclosures.

Read More

SEC Codifies Change in “Net Worth Test” for Accredited Investor Definition

December 29, 2011 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Dodd Frank; Securities Regulation

On December 21, 2011, the Securities and Exchange Commission has codified the Dodd-Frank Act’s change to the net worth test for “accredited investors,” a definition used in SEC rules adopted under the Securities Act of 1933, as amended.  The accredited investor test is set forth in Securities Act Rule 501(a) and can be met by a natural person with a net worth in excess of $1,000,000.  Since its enactment on July 21, 2010, Section 413(a) of the Dodd-Frank Act has excluded primary residences from “accredited investor” net worth calculations.  The new SEC amendment clarifies that mortgage debt on an investor’s primary residence generally will not be treated as a liability for the purposes of the net worth qualification, except to the extent that the debt is higher than the estimated fair market value of the residence, thus avoiding double deduction of the residence and the mortgage debt.  However, any increase in the amount of mortgage debt secured by a primary residence in the 60 days prior to a sale of securities will count as a liability in an investor’s net worth calculation when the increase is not related to the purchase of that primary residence.  The SEC intends this to prevent investors from borrowing against their primary residence and using the proceeds of the newly incurred debt to inflate net worth calculations in order to qualify as an “accredited investor,” while not penalizing individuals who purchase a primary residence prior to the purchase of a security.  The revised rule also includes a grandfathering clause providing that the old net worth test will apply to a securityholder’s right to purchase additional securities of the issuer, if such right existed prior to July 20, 2010 and the individual qualified as an accredited investor on the basis of net worth as of the time such right was acquired.

Read More

Chamber of Commerce calls for “Transformational Reform” of the SEC

December 22, 2011 | Posted by Ari Lanin; James J. Moloney Topic(s): Securities Regulation

​On December 20, 2011, the US Chamber of Commerce published a report entitled “U.S. Securities and Exchange Commission:  A Roadmap for Transformational Reform.”  The 135-page report, authored by former SEC Secretary Jonathan Katz, was commissioned and released in response to what the Chamber referred to as a need for a “comprehensive transformation of the SEC,” and addresses the SEC’s leadership, management, organization, and enforcement and rulemaking processes, among other matters.   This is not the first time the Chamber has proposed reforms of the Commission.  In 2009, the Chamber released its first such report, entitled “Examining the Efficiency and Effectiveness of the U.S. Securities and Exchange Commission.”  The Chamber now describes that report as calling only for “incremental change”, and notes in its 2011 report that “incremental change will no longer do.” The Chamber’s 2011 report can be accessed at http://www.uschamber.com/sites/default/files/reports/16967_SECReport_FullReport_final.pdf.

Read More

SEC Staff to Release Filing Review Correspondence Earlier

December 5, 2011 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Securities Regulation

Last Thursday the staff of the Securities and Exchange Commission announced [http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm] that filing review correspondence with the Divisions of Corporation Finance and Investment Management now will be made public earlier. Currently, these Divisions release through EDGAR their comment letters related to disclosure filings that they have reviewed and the response letters “no earlier than 45 days after the review of the disclosure filing is complete.” Beginning January 1, 2012, these Divisions will release this review correspondence “”no earlier than 20 days after the review of the disclosure filing is complete.”

Read More

Webcast: Risk Factors and Disclosure Issues for Retail and Consumer Product Companies

November 9, 2011 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Securities Regulation

Retailers and consumer product companies face unique risks and disclosure issues. Global economic uncertainty, changes in consumer buying habits and the use of social media and e-commerce present challenges which should be assessed and appropriately disclosed. This webcast focuses on the key risks and other factors that companies in the retail and consumer product industries need to consider when preparing disclosure documents.

Read More

New Rule 13h-1: The SEC Adopts a Large Trader Reporting System

October 31, 2011 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Securities Regulation

Washington, D.C. of counsel K. Susan Grafton is the author of "New Rule 13h-1: The SEC Adopts a Large Trader Reporting System" [PDF] published in the October 31, 2011 issue of BNA’s Securities Regulation & Law Report.

Read More

SEC Hosts Roundtable on Conflict Minerals

October 20, 2011 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Securities Regulation

On October 18, 2011, the Securities and Exchange Commission ("SEC" or "Commission") held a public roundtable (the "Roundtable") to address the agency’s required conflict minerals rulemaking under Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Read More
  • « Go to Previous Page
  • Page 1
  • Interim pages omitted …
  • Page 24
  • Page 25
  • Page 26
  • Page 27
  • Page 28
  • Interim pages omitted …
  • Page 34
  • Go to Next Page »

Primary Sidebar

Topics

Audit Committee

Capital Markets

Compensation Committee

Corporate Governance

Disclosure

Dodd Frank

Environmental/Climate Change

ESG

EU Regulation

Executive Compensation

FCPA

Financial Statements

Human Capital Management

India Regulation

Investment Act/Investment Advisors Act

IPOs

JOBS Act

M&A

Miscellaneous

Private Placements

Proxy Access

Proxy Statements and Annual Meetings

Registered Securities Offerings

Registration Statements

Say on Pay

Securities Regulation

Shareholder Proposals

UK Regulation

Underwriters and Agents

Whistleblower Rules

Editors

Lauren M. Assaf-Holmes

J. Alan Bannister

Aaron K. Briggs

Michael Collins

Boris Dolgonos

Mellissa Campbell Duru

Andrew L. Fabens

Sean C. Feller

Tull Florey

Gina Hancock

Krista P. Hanvey

Hillary H. Holmes

Elizabeth A. Ising

Thomas J. Kim

David Korvin

Stella Kwak

Brian J. Lane

Ari Lanin

Julia Lapitskaya

Robert B. Little

Cynthia M. Mabry

Stewart McDowell

Gregory Merz

James J. Moloney

Ronald O. Mueller

Michael K. Murphy

Ekaterina (Kate) Napalkova

Michael Scanlon

Eric Scarazzo

Gerry Spedale

Michael A. Titera

Harrison Tucker

Peter Wardle

David C. Ware

Robyn Zolman

Lori Zyskowski

Useful Links

  • Gibson Dunn Website
  • Society for Corporate Governance
  • Institutional Shareholder Services
  • New York Stock Exchange
  • NASDAQ
  • SEC
  • Conference Board’s Center for Corporate Governance
  • Glass Lewis & Co., Inc.
  • TheCorporateCounsel.net
  • CompensationStandards.com
  • Romeo & Dye’s Section 16.net
  • Harvard Law School Forum on Corporate Governance and Securities Regulation
  • National Association of Corporate Directors
  • Columbia Law Blue Sky Blog
  • COVID-19 Resources for Public Companies
  • ESG Resources for Public Companies

Archives

Subscribe to Updates
RSS Feed
  • Privacy Statement
  • Cookie Notice
  • Contact Us
© 2025 Gibson, Dunn & Crutcher LLP. All rights reserved.