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Materiality Standard for Disclosures Examined

The Ticker

October 15, 2015

Materiality is a key element of the U.S. public company disclosure framework, but materiality is a subjective legal standard with no “bright line” definition.

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E.U. Court Invalidates “Safe Harbor” Program: Companies Scramble for Plan B

Internet, Technology, Trademark & Advertising Alerts

October 8, 2015

The Court of Justice of the European Union effectively invalidated the E.U. – U.S. “Safe Harbor” program in a decision released on Tuesday.

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SEC Proposes Changes to Administrative Proceedings

The Ticker

October 1, 2015

The SEC recently proposed rules to revamp its procedures for administrative proceedings, allowing defendants to take depositions and providing defendants additional time to respond. The proposals address some of the recent challenges by defendants to the fairness and constitutionality of the SEC administrative forum.

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SEC Highlights Information Relevant to Cybersecurity Preparedness

The Ticker

October 1, 2015

The SEC’s Office of Compliance Inspections and Examinations announced that it will boost its review of cybersecurity measures at registered broker-dealers and investment advisers and has outlined the information that it considers relevant to its assessments. The OCIE staff will focus on key topics including governance and risk assessment, access rights and controls, data loss prevention, vendor management, training and incident response.

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SEC Seeks Comments to Streamline Financial Disclosure Requirements

The Ticker

October 1, 2015

The SEC has initiated a review of Regulation S-X as part of its ongoing review of disclosure effectiveness. At this time, the SEC is seeking comments on the requirements for the form and content of financial disclosures that companies must file with the SEC about acquired businesses, affiliated entities and guarantors.

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SEC Advisory Committee Seeks Changes to Ease Disclosure Requirements and Access to Capital for Small and Emerging Companies

The Ticker

October 1, 2015

The SEC’s Advisory Committee on Small and Emerging Companies met on September 23, 2015. The Committee made several recommendations, including revising the definition of “smaller reporting company” to include companies with a public float up to $250 million and affording additional disclosure accommodations to such companies.

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Boards Must Tackle Cybersecurity

The Ticker

September 11, 2015

When most directors hear the words “fiduciary duty,” a number of obvious areas come to mind: accounting practices, executive compensation and stock trading, to name a few. Now it is time to add one more to the list: cybersecurity.

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SEC Clarifies Catch-Up Process for Delinquent Filers

The Ticker

September 11, 2015

The SEC recently provided guidance on how delinquent filers can come back into compliance without filing all of their missed Exchange Act reports. The process involves a catch-up filing of a Form 10-K for the most recently completed fiscal year with “all material information that would have been included in those filings.”

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SEC Issues Interpretations on General Solicitation Prohibition under Regulation D

The Ticker

September 11, 2015

The SEC staff recently issued new interpretive guidance on the general solicitation prohibition for exempt offerings under Regulation D. The guidance suggests some additional flexibility in the types of communications and activities permitted. 

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Public Companies Need an Activist Defense Plan

The Ticker

September 11, 2015

According to Fortune, “A sea change is under way in the governance of America’s public companies.” To be prepared for a potential battle, boards should understand the activist environment and industry dynamics and assess their company’s defense strategies.

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