SEC Adopts Whistleblower Program Rules, Proposes Reg. D “Bad Actor” Disqualification

In a 3-to-2 vote, the Commission yesterday adopted rules and forms to implement the whistleblower program under which it will pay eligible individuals for providing evidence of securities law violations that leads to a successful enforcement action. SEC Chair Mary Schapiro noted that the staff had to address a number of tough policy issues in […]

Pharmaceutical Company Asked to Disclose Drug Co-Pay Subsidies and Patient Assistance Programs

Amgen Inc. Date: 7/28/10; 8/10/10; 8/11/10 SIC No.: 2836 Subject Filing: 10-Q State: DE Accession No. (Staff Letter): 0000000000-10-042726; 0000000000-10-045857 Accession No. (Co. Letter): 0001193125-10-184707 The staff, upon reviewing Amgen Inc.’s Form 10-Q, asked the company why it did not include disclosure regarding drug co-pay assistance and other patient assistance programs. The staff noted that […]

AICPA Conference Panelists Address SEC Staff Reviews and MD&A

The SEC staff may review any document that is filed, but always reviews initial public offerings, Form 8-K Items 4.01 and 4.02, proxies and registration statements. If the staff asks registrants to add disclosure or to change disclosure in future filings, the future filings will be checked for compliance, according to Division of Corporation Finance […]

News Organization Must Discuss Impact of Compensation Plans

Date: 5/19/10; 6/3/10; 6/10/10 SIC No.: 8200 Subject Filing: Sch. 14A State: DE Accession No. (Staff Letter): 0000000000-10-027926; 0000000000-10-032461 Accession No. (Co. Letter): 0001193125-10-132197 The staff, upon reviewing the Schedule 14A filed by Washington Post Co., inquired regarding the basis for and process engaged in by the company in determining that disclosure under Item 402(s) […]

SEC Proposes Rules on Proxy Voting, Executive Compensation and Golden Parachutes

The SEC is seeking comments by November 18 on rule proposals relating to proxy votes on executive compensation, shareholder approval of executive compensation and golden parachutes (Rel. Nos. 34-63123, 33-9153). The first proposal would require an institutional manager that is subject to 1934 Act Section 13(f) to report annually on how it voted proxies relating […]

SEC Adopts Shareholder Proxy Access Rules

The Securities and Exchange Commission has made it easier for shareholders to nominate directors by changing the rules under which companies must include information about shareholder nominations in their proxy materials. Under new 1934 Act Rule 14a-11, companies must include shareholder nominees under certain conditions. Shareholders will have their nominees in the company’s proxy materials […]

Division Updates Compliance and Disclosure Interpretations

The SEC’s Division of Corporation Finance has updated its compliance and disclosure interpretations under the 1933 and 1934 Acts with revisions to existing questions and answers and the addition of new Q&As. One of the revised Q&As relates to 1934 Act Section 16. The revision to the Section 16 question relates to general guidance and […]

Dodd-Frank Act Requires New Natural Resources and Mineral Disclosures

The new Dodd-Frank Act includes disclosure requirements for the natural resources industry, and for certain minerals from Africa. Public companies will have to report how much they pay governments for access to oil, gas and minerals, under a provision in the Act. Both U.S. companies and foreign companies registered with the Securities and Exchange Commission […]

Company Must Discuss Off-Balance Sheet Securitizations

Harley-Davidson, Inc. Date: 3/12/10; 3/22/10; 3/30/10 SIC No.: 3751 Subject Filing: 10-K State: WI Accession No. (Staff Letter): 0000000000-10-013968; 0000000000-10-017144 Accession No. (Co. Letter): 0001193125-10-063300 The staff, upon reviewing the Form 10-K filed by Harley-Davidson, inquired further regarding the company’s disclosures related to certain off-balance sheet finance receivables securitization transactions. The staff noted that the […]

Insurance Company Must Explain Changes in Estimates for Liability for Policy and Contract Claims

Genworth Financial, Inc. Date: 4/3/09; 5/8/09; 6/12/09; 7/13/09; 8/17/09 SIC No.: 6311 Subject Filing: 10-K State: DE Accession No. (Staff Letter): 0000000000-09-017378; 0000000000-09-031410; 0000000000-09-044949 Accession No. (Co. Letter): 0001193125-09-105593; 0001193125-09-148175 The staff, upon reviewing the Form 10-K filed by Genworth Financial, Inc., inquired further regarding the company’s re-estimation of certain liabilities for policy and contract […]