How Should These Form 10-K Items Be Captioned?

Now is the time of year when securities lawyers thoughts turn to Form 10-K compliance.  In reviewing recently filed Form 10-Ks, I have noted a lack of consistency in the captions used for Part III, Item 14 and Part IV, Item 15.  Some registrants...

Human Capital Disclosures May Waken Plaintiffs

Last summer, the Securities and Exchange adopted amendments to Item 101 of Regulation S-K requiring,  to the extent the disclosure is material to an understanding of a registrant’s business taken as a whole, a description of a registrant’s human...

Is A Fair Statement Anything More Than Accurate?

I often hear lawyers ask witnesses  X is a "fair statement".  When I hear this expression, I wonder do they mean is X an accurate statement or something else?  If they mean that the statement is literally "fair", as in just and equitable, then the...

It's Official! SEC Agrees "Shall" Is Ambiguous

Nearly a decade ago, I commented on the ambiguity that inheres in "shall":

If You Are Looking To Be Taken Seriously, Write To The SEC And Be Prepared For A Wait

Over five years ago, the Securities and Exchange Commission proposed amendments to its Rules of Practice to require persons involved in SEC administrative proceedings to file and serve documents electronically.  I was the first person to submit ...

Does The SEC Grant Only Industry Requests?

Yesterday, the Securities and Exchange Commission adopted final rules for the disclosure of payments by "resource extraction issuers".  These rules implement Section 13(q) of the Securities Exchange Act of 1934.  Section 13(q) was added by the...

SEC Takes Note Of CLA Letter

As has been widely reported, the Securities and Exchange Commission this week adopted amendments to Regulation S-K which it describes as modernizing "the description of business, legal proceedings, and risk factor disclosures that registrants are...

Where Do Scriptophilists Obtain Certificates?

Scriptophily is the study and collection of stock and bond certificates.  These certificates may be of historical interest because they evidenced securities issued by well-known companies.  They also may be collected as works of art.  The artistic...

A Problem Of Disgorgement

Earlier this month, the U.S. Supreme Court heard oral argument in Liu v. Securities and Exchange Commission.  The question before the court was whether a district court, in a civil enforcement action brought by the Securities and Exchange...

1 2 3