Category Archives: Disclosure

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SEC Adopts Major Changes To Executive Compensation And Related Party Disclosure Requirements

By Sheppard Mullin on Posted in Disclosure
On August 11, 2006, the SEC issued its adopting release for the new rules on executive compensation and related party disclosures. Beginning for fiscal years ending on or after December 15, 2006, companies will have to comply with the SEC’s new rules that will substantially revise the disclosure requirements for executive and director compensation and security … Continue Reading

SEC Proposes Amendments to Executive Compensation and Related Party Disclosure

By Sheppard Mullin on Posted in Disclosure
On January 27, 2006, the SEC proposed amendments to the disclosure requirements for executive and director compensation, related party transactions, director independence and other corporate governance matters and security ownership of officers and directors. These amendments would apply to disclosure in proxy and information statements, periodic reports, current reports and other filings under the Securities … Continue Reading

SEC Demands Timely Disclosure of Relationships with Directors

By Sheppard Mullin on Posted in Disclosure
In December 2004, the SEC and The Walt Disney Company settled charges that Disney had failed to disclose timely relationships between Disney and certain of its directors or their adult children or spouses. SEC rules require the disclosure of material relationships between the company and directors, officers, significant shareholders, or members of their immediate families. … Continue Reading

Titan Case Highlights Importance of FCPA Compliance and Accuracy of Representations and Warranties in Filed Contracts

By Sheppard Mullin on Posted in Disclosure, Investigations and Enforcement
Earlier this year, the SEC and DOJ settled parallel criminal and civil enforcement actions against Titan Corporation (“Titan”) under the Foreign Corrupt Practices Act (“FCPA”). Titan agreed to pay the largest FCPA penalty to date of $28.5 million. This case is a reminder that companies need to adopt and enforce FCPA compliance policies before the … Continue Reading

SEC Brings Action for Reaffirmation of Earnings Guidance

By Sheppard Mullin on Posted in Disclosure
The SEC recently settled an enforcement action against Flowserve Corporation, its CEO and Director of Investor Relations for reaffirming the company’s previous earnings guidance in a private meeting with analysts, near the end of a reporting period. Companies should ensure that their Regulation FD policies are enforced and that their investor relations professional cautions analysts … Continue Reading

Companies Reduce Quarterly Earnings Guidance

By Sheppard Mullin on Posted in Disclosure
A recent survey from the National Investor Relations Institute (“NIRI”), accessible at http://www.niri.org/irresource_pubs/alerts/ea050330.cfm, shows that more companies now offer less guidance, and that companies are moving towards the practice of annual guidance rather than quarterly guidance. Some companies believe that providing guidance is important for maintaining analyst coverage, and that analyst coverage is important for … Continue Reading
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