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The Securities Edge Securities Blog for Middle-Market Companies

Monthly Archives: August 2011

Controversial Bill Would Require Additional “Social Disclosures” for Reporting Companies

Posted in Disclosure Guidance

The Dodd-Frank Act mandated the SEC to adopt rules to require reporting companies to make certain “social disclosures.” For example, Section 1502 of Dodd-Frank requires the SEC to adopt disclosure rules that will require reporting companies to make certain disclosures if “conflict minerals” are “necessary to the functionality or production” of its manufactured products. Metals… Continue Reading

More Costs to Pile on Public Companies?

Posted in Corporate Governance

 On August 16, 2011, the PCAOB issued a concept release seeking comments on ways that auditor independence, objectivity, and professional skepticism could be enhanced.  While the PCAOB seeks advice on any approach, the concept is focused on mandatory audit firm rotation.  Consequently, the release could lead to companies having to change their auditors every few… Continue Reading

SEC Adopts Amendments to Form S-3 Eligibility

Posted in Capital Raising

On July 26, 2011, the SEC approved amendments to eligibility criteria for use of the short form registration statement on Form S-3. To use the short form registration statement, a proposed offering must meet both the issuer eligibility requirements and a transaction eligibility requirement.  While there are several available transaction eligibility standards, a frequently relied… Continue Reading

Will Dodd-Frank Mandated Executive Compensation Disclosures and Related Items Apply to the 2012 Proxy Season?

Posted in Compensation

On August 2, 2011, the Securities and Exchange Commission (the “SEC”) released a revised Dodd-Frank rulemaking calendar. The new calendar indicates that rulemaking pertaining to the following sections of the Dodd-Frank Act will be delayed until the first half of 2012: §§953 and 955: Adopt rules regarding disclosure of pay-for-performance, CEO pay ratios, and hedging… Continue Reading