Corporate Finance Law Blog : Corporate Finance Lawyer & Attorney : Davis Wright Tremaine Law Firm

Considering SEC requirements, key issues and voluntary disclosure

By Ame Wellman Lewis and Laura A. Baumann

As annual reporting season approaches, public companies may want to consider climate change issues when determining material information to be disclosed under SEC Regulation S-K. Increases in climate change regulation, certain environmental issues affecting the registrant's industry or assets, and the adoption of corporate “green” initiatives to address climate change may impact the registrant's financial condition or competitive position.

As more investors become interested in companies' environmental, social and corporate governance practices, public companies may voluntarily elect to include information related to climate change in their SEC filings. Companies should consider disclosing the physical, regulatory and financial consequences that climate change may have on their business.

Disclosure of climate change issues will be most arduous for companies with significant greenhouse gas emissions, such as airlines; trucking or other companies with fleets of vehicles; manufacturing companies; oil and gas companies and other businesses that rely on coal or oil as their primary fuel sources; and those directly tied to the weather, such as ski resorts, and agricultural, timber and insurance companies. Continue reading...

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The Financial Industry Regulatory Authority, Inc. (“FINRA”) (f/k/a National Association of Securities Dealers, Inc. ) has filed with the Securities and Exchange Commission a proposed rule change to adopt a new FINRA Rule which would require a member that engages in a private placement of unregistered securities issued by the member or a control entity to (1) make certain disclosures to investors in a private placement memorandum (“PPM”), (2) file the PPM with FINRA, and (3) commit that at least 85 percent of the offering proceeds will be used for the business purposes identified in the PPM.

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January 16, 2008

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SEC staff stresses better analysis and use of “plain English”

By Ryan York and Matt Larson

On Oct. 9, 2007, Securities and Exchange Commission (SEC) staff released additional guidance on Compensation Disclosure & Analysis (CD&A) disclosures that will affect many public companies as they prepare 2008 annual reports and proxy statements. We want to remind those affected by the guidance that the SEC expects registrants to incorporate it in 2008.

All companies that have a class of securities registered under Securities Exchange Act Section 12, or that are required to file reports under Exchange Act Section 15(d), are affected. We remind you to be certain that CD&A disclosures in your annual report and proxy include better analysis, are written in “plain English” and meet the SEC staff's disclosure standards for performance targets, benchmarks and change-in-control agreements.

We recommend that you review the SEC's Oct. 9, 2007 guidance (available at http://www.sec.gov/divisions/corpfin/guidance/execcompdisclosure.htm) as well as Item 402(b) of Regulation S-K well in advance of this year's deadlines for filing your annual report and distributing your proxy statement. Continue reading...

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 These rules can be accessed here.

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