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SEC to Propose Simplifying Regulation S-K Disclosure Requirements

In a unanimous decision, the Securities and Exchange Commission (“SEC”) has agreed to a proposal that would update and streamline some disclosure requirements under Regulation S-K. The proposed amendments stem from SEC staff recommendations in the Report on Modernization and Simplification of Regulation S-K, issued in November 2016 as required by the Fixing America’s Surface Transportation Act, and include the following: Management’s Discussion and Analysis (“MD&A”): The proposal would allow companies to skip discussion within MD&A of the oldest period included in a filing if it was part of and discussed in a previous report and is not significant. Companies. Read More.

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SEC Staff to Make Disclosure Rule Changes under Regulation S-K

Securities and Exchange Commission (“SEC”) Chairman Jay Clayton said the agency’s staff is preparing for changes to disclosure rules under Regulation S-K. In a speech on July 12, Clayton remarked that the rule amendments will be founded on the Report on Modernization and Simplification of Regulation S-K. The report, which the SEC submitted to Congress last December, covers various Regulation S-K provisions such as Item 10(d). The rule focuses on companies that issue securities and their ability to include documents in filings by a reference, as opposed to submitting the entire document. The report recommends amending Item 10(d) to allow. Read More.

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New C&DIs Address Pay Ratio Disclosure Rule

Clarifying guidance for pay ratio disclosures, the Securities and Exchange Commission’s Division of Corporate Finance has updated its Compliance and Disclosure Interpretations (“C&DI”): Regulation S-K. The new C&DIs address Release No. 33-9877, Pay Ratio Disclosure, which calls for public companies to disclose the ratio comparing the chief executive officer’s salary with the median pay of a company’s employees. Questions answered in the C&DIs concern the calculation of the median employee compensation, as well as how companies should handle furloughed employees and independent contractors. Public companies will be required to comply with the new pay ratio disclosure requirements in 2018. More. Read More.

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Smaller Reporting Company Changes Proposed

A proposal by the Securities and Exchange Commission (“SEC”) aims to expand the financial thresholds under its definition for “smaller reporting company,” making it easier for companies to qualify for certain scaled disclosures under Regulation S-K and Regulation S-X. The changes would raise the threshold for a smaller reporting company from $75 million to $250 million. In addition, companies without a public float would be allowed to offer scaled disclosures if their annual revenues are below $100 million, which is double the current threshold. Another proposed change relates to when companies revert from being an accelerated filer back to being. Read More.

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Corp Fin to Review Disclosure Rules & Cybersecurity Protection in Fiscal 2015

Outlining next year’s policy objectives, Report on Objectives – Office of the Investor Advocate has been released by the U.S. Securities and Exchange Commission’s (“SEC”) Office of the Investor Advocate (“the Office”). Published on June 24th, the report details two major projects the Office will work on during fiscal year 2015. The projects include assisting the SEC’s Division of Corporation Finance (“Corp Fin”) revise disclosure requirements and reviewing cybersecurity for investor protection. Mandated by the JOBS Act, the SEC’s Mary Jo White considers the review of disclosure requirements in Regulation S-K a high priority. Using recommendations from the Report on. Read More.

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