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9 Aug 2019, 3:05 am
Early Returns From the Fast Act Rule Changes – Changes to the Form 10-K Cover Page – Item 102 of S-K—Description of Property – Item 303 of S-K—MD&A- Item 601 of S-K—Exhibits: Description of Securities – Some Takeaways 2. [read post]
5 Aug 2019, 3:03 am
” But then I remembered that the 341-page Reg S-K concept release from 2016 went well beyond the Fast Act and Disclosure Update & Simplification amendments. [read post]
29 Jul 2019, 3:10 am
This means that for many large calendar year-end companies, second quarter 10-Qs should be tagged with iXBRL, as well as the cover page of any “subsequently filed” Form 8-K. [read post]
18 Jul 2019, 3:02 am
A Secretary staffer later spoke with Cooley’s Cydney Posner to explain why the report looks the way it does – here’s an excerpt from her blog: First, in the methodology, the Secretary acknowledges that there are gaps in available data because of the various filing deadlines: Forms 10-K are due, generally depending on the size of the company’s public float, 60, 75 or 90 days after the end of the company’s fiscal year, and the deadline for filing the… [read post]
10 Jul 2019, 3:44 am
That isn’t too surprising if one looks at the cover sheet of Ball Corporation’s most recently filed Form 10-K which identifies it as an Indiana corporation with its principal executive offices located in Colorado. [read post]
1 Jul 2019, 9:03 pm
JOpinion Editor’s note: Gary M. [read post]
14 Jun 2019, 6:18 am
Posted by Cydney Posner, Cooley LLP, on Saturday, June 8, 2019 Tags: Capital formation, Capital markets, Dual-class stock, Financial reporting, IPOs, Long-Term value, Public firms, Securities regulation, Short-termism A New Era of Extraterritorial SEC Enforcement Actions Posted by Joshua D. [read post]
13 May 2019, 3:00 am
The complaint further alleges that after Cintas and G&K announced the merger on Aug. 16, 2016, G&K’s stock price jumped more than 17 percent, resulting in illicit profits from Fettner’s misconduct of more than $250,000. [read post]
9 Apr 2019, 6:31 am
Posner is special counsel at Cooley LLP. [read post]
5 Apr 2019, 5:58 am
. , on Sunday, March 31, 2019 Tags: Engagement, Glass Lewis, Information environment, Institutional Investors, Institutional voting, Proxy advisors, Proxy season, Proxy voting Mutant Q—Foundational Studies on Entrenchment, Staggered Boards, and Activism Posted by Neil Whoriskey, Cleary Gottlieb Steen & Hamilton LLP, on Sunday, March 31, 2019 Tags: Boards of Directors, Entrenchment, Executive ownership, Firm… [read post]
1 Apr 2019, 3:11 am
In it’s Form 8-K, the company notes that it doesn’t consider Shaq to be “independent” under Nasdaq’s listing standards… A Farewell to Cooley’s Bill Godward Over five years ago, I taped a podcast with Cooley’s Bill Godward. [read post]
29 Mar 2019, 6:09 am
Posted by Cydney Posner, Cooley LLP, on Friday, March 22, 2019 Tags: Corporate Social Responsibility, ESG, Management, Public perception, Reputation New Developments in Shareholders’ Gender Pay Gap Proposals Posted by Ryan Resch and Ruby Tewani, Willis Towers Watson, on Friday, March 22, 2019 Tags: Boards of Directors, Compensation committees, Compensation disclosure, Compensation… [read post]
1 Mar 2019, 6:04 am
Bieber and Brennan K. [read post]
22 Feb 2019, 6:09 am
Posted by Cydney Posner, Cooley LLP, on Wednesday, February 20, 2019 Tags: Climate change, ESG, Institutional Investors, Long-Term value, New York, No-action letters, Pension funds, Rule 14a-8, SEC, Securities litigation, Securities regulation, Shareholder proposals, Sustainability REIT M&A: Use and Overuse of Special Committees Posted by Adam O. [read post]
8 Feb 2019, 3:06 am
He first noted that since the time the current disclosure requirements in Items 101 & 102 of Regulation S-K were adopted, human capital has evolved into a resource – rather than a cost – for businesses. [read post]
7 Feb 2019, 3:00 am
Yesterday, Corp Fin issued two identical “Regulation S-K” CDIs – 116.11 and 133.13 – to clarify what disclosure of self-identified director diversity characteristics is required under Item 401 and, with respect to director nominees, under Item 407. [read post]
1 Feb 2019, 10:51 am
Anita K. [read post]
1 Feb 2019, 6:05 am
Posted by Cydney Posner, Cooley LLP, on Friday, January 25, 2019 Tags: BlackRock, Corporate Social Responsibility, ESG, Institutional Investors, Long-Term value, Management, Shareholder value, Stakeholders, Stewardship Dealing with Activist Hedge Funds and Other Activist Investors Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Friday, January 25, 2019 Tags: Board communication, Boards of… [read post]
21 Dec 2018, 6:00 am
Simmons, Fried, Frank, Harris, Shriver & Jacobson LLP, on Wednesday, December 19, 2018 Tags: Regulation S-K, Rule 10b-5, SEC, SEC enforcement, Securities enforcement, Securities fraud, U.S. federal courts Soft Shareholder Activism Posted by Doron Levit (University of Pennsylvania), on Wednesday, December 19, 2018 Tags: Board communication, Boards of Directors, Engagement, Exit, Information… [read post]
27 Nov 2018, 6:09 pm
” As discussed in a post on the Cooley law firm’s PubCo blog, in light of Clayton’s warnings and with the annual 10-K season approaching, “companies should consider how Brexit could affect their businesses and whether that impact merits disclosure. [read post]
