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Without going back into a lot of history, the “scandal” in the early 2000’s surrounding several banks manipulating LIBOR has resulted in a very real likelihood that when the obligation banks have to provide information to determine LIBOR expires, this index rate may “disappear”.  Given the number of instruments and number of markets that use LIBOR, the transition from this rate to some other reference rate has the potential to create significant risks and cause…
As you have likely heard, in the wake of the SEC’s inline XBRL requirements becoming effective for large accelerated filers for periods after June 15, 2019, on August 20, 2019 the SEC issued several C&DI’s to help implement the new requirements. There was, interestingly, no formal announcement from the SEC about the new C&DI’s in the “What’s New” section of the SEC’s webpage.  Gary Brown, who co-teaches our “SEC Reporting and Practice Skills Workshop for Lawyers”…
Welcome to the start of the fall reporting season as we gear up for the third-quarter and begin preparations for year-end.  We have summarized all of our posts going into the details of the SEC’s March 2019 Disclosure Modernization Final Rule in a single document that you can find here.   We hope it helps as you think about ways to implement these changes in your next Form 10-K. Also, we will be exploring the…
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…