George Wilson

Latest Articles

On August 8, 2019 the SEC issued a proposed rule to continue its disclosure modernization, update and simplification process.  Interestingly, this rule was issued without an open meeting for discussion.  Continuing the work of the SEC’s 2018 Disclosure Update and Simplification Final Rule and the March 2019 Disclosure Modernization and Simplification Final Rule, this proposed rule would update disclosures in three parts of Regulation S-K:             S-K Item 101 – Description of the Business            …
If you need a bit of a diversion this week, here is an interesting, and hopefully fun, idea!  On August 8, 2019 at 10:00 AM EDT, the SEC is holding an open meeting and the single item on the agenda is more SEC disclosure modernization! The Commission will consider whether to propose rule amendments to modernize the description of business, legal proceedings, and risk factor disclosures that registrants are required to make pursuant to Regulation…
This is the last of our posts reviewing the changes made by the SEC’s March 20, 2019 Disclosure Modernization and Simplification Final Rule.  In this post we review the changes made to the exhibit requirements, including confidential treatment and incorporation by reference.  Changes in these areas are fairly detailed.  The changes for confidential treatment were effective for filings made after the date the rule was published in the Federal Register, which was April 2,…
Many thanks to Gary Brown of Nelson Mullins, who leads our SEC Reporting and Practice Skills for Lawyers and many other PLI programs, for his thoughts in this post! In the “What We Do” section of the SEC’s web page, the very first thing the SEC states is its mission: The mission of the U.S. Securities and Exchange Commission is to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation.  In the…
Environmental, sustainability and governance (“ESG”) issues and disclosures are becoming a more important part of the planning and disclosure regimens of companies around the world. If you are looking for information and concrete approaches to deal with these topics, PLI is presenting “ESG and Promoting Corporate Sustainability” on June 25, 2019.  Topics that will be addressed include: What constitutes a valid and robust CSR and sustainability program? What is driving employee, shareholder, and investor expectations…
In a recent postwe began reviewing the changes made by the SEC’s March 20, 2019 Disclosure Modernization and Simplification final rule to disclosures in Part III of Form 10-K and the proxy statement.  This post concludes the discussion of changes to these areas, focusing on S-K Item 405 disclosures about delinquent Section 16 filers and a minor change to S-K Item 407 governance disclosures.  Changes in both areas are fairly straightforward and, like most…
In the last several weeks we have been delving into the details of each change in the SEC’s March 20, 2019 Disclosure Modernization and Simplification final rule.  This is the first of two posts that review changes to areas that are included in Part III of Form 10-K and in proxy statement disclosures about executive officers and delinquent Section 16 filers.  Changes in both areas are fairly straightforward and, like most of the changes in…
Over the last several years the SEC’s focus on disclosure effectiveness and capital formation have driven significant change in public company reporting.  From the 2015 and 2016 requests for comment on a variety of S-K and S-X requirements to the latest proposal to amend the definition of accelerated filer this process has generated much to watch and implement. In addition,the FASB has also reviewed disclosures and made improvements to many areas in the Codification. One…
In June 2018, when the SEC changed the definition of “smaller reporting company” (SRC) by increasing the public float threshold from $75 million to $250 million and adding a revenue test, the Commission also directed the staff to review the issues in changing the definitions of accelerated and large accelerated filer. (The current definition is at the end of this post if you would like to review it.) These instructions to the staff came…