The SEC recently published the updated version of its EDGAR Filer Manual that includes updates related to filing Forms 144 electronically on EDGAR, as required by the SEC’s final rules adopted back in June. This means the clock on the 6-month transition period from paper to electronic filings of Forms 144 is ticking—all Forms 144
Danielle Benderly provides in-depth counsel to public companies with respect to their corporate governance and securities regulation, SEC reporting and stock exchange (NYSE or Nasdaq) and SEC compliance needs, as well as insider trading issues under Section 16, Rule 144 and Rule 10b-5. Danielle works with companies in various industries, including semiconductor, retail, software, technology, energy, manufacturing, transportation and biotech, ranging in size from small cap to Fortune 500 companies.
Danielle's practice also focuses on providing in-depth counsel to public and emerging growth companies, as well as individual executives, with respect to stock options, restricted stock, restricted stock units (RSUs), employee stock purchase plans (ESPPs), and other stock-based executive compensation design and interpretation issues, including for public and private securities offerings, initial public offerings (IPOs), mergers and acquisitions (M&A) transactions and ongoing securities compliance and compensation disclosure obligations. Danielle is a frequent speaker and author on these issues, including the Executive Compensation Disclosure Handbook and many client updates.
Twelve years in the making, the SEC adopted pay-for-performance (P4P) disclosure rules last week in the form of new Item 402(v) of Regulation S-K. Here’s the 234-page adopting release. And here’s the press release and fact sheet.
In 2010, as part of the Dodd-Frank Act, the SEC was directed to adopt pay-for-performance rules.
Given how old that the SEC’s Edgar now is, it’s always surprising to realize that the SEC still allows some forms to be filed on paper. But those days will soon be behind us as the SEC recently amended its rules to require electronic filing of additional forms, including:
- Forms 144 – Effective six months
As lawyers reviewing disclosure documents, it’s easy to gloss over the graphics when conducting a compliance review. But that would be a mistake. Those graphics are as important as any textual disclosure.
Let me give you an example. Quite a few companies include non-GAAP financial measures in proxy disclosure outside of the CD&A discussion of…