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