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Dodd-Frank Blog

Articles: 1-10 of 525

SEC Provides Guidance on MD&A Metrics and Proposes Other Rule Changes

USA - January 31 2020 The SEC provided guidance on disclosure of financial metrics in MD&A. At the same time, the SEC proposed rules to amend other disclosure obligations…

C&DIs Address Omission of Third Year from MD&A

USA - January 27 2020 The SEC recently revised Instruction 1 to Item 303(a) to allow registrants who are providing financial statements covering three years in a filing to…

Delaware Supreme Court Examines Director Liability for Acquisitions

USA - January 19 2020 In McElrath v. Kalanick et al, the Delaware Supreme Court examined the liability of directors of Uber for an acquisition. The case arose out of…

CFIUS Excepted Investors: Canada, United Kingdom and Australia

USA - January 18 2020 On January 13, 2020, the U.S. Department of Treasury published final regulations relating to the Committee on Foreign Investment in the United States…

FTC Challenges Long-Term Non-Competes in Connection with Merger

USA - January 8 2020 The Federal Trade Commission has issued an administrative complaint challenging Axon Enterprise, Inc.’s consummated acquisition of its body-worn…

Chancery Finds General Counsel Potentially Liable for Misleading Tender Offer Documents

USA - January 3 2020 Morrison v. Berry considers Plaintiff’s claims for damages following the purchase of a grocery-store chain, The Fresh Market, Inc. (“Fresh Market” or…

SEC Sets Disclosure Expectations on IP Risks Associated with International Operations

USA - January 2 2020 The SEC has issued new guidance it believes will assist public companies both in assessing materiality and in drafting disclosure related to risks to…

SEC Statement on Role of Audit Committees and Key Reminders

USA - January 1 2020 SEC Chairman Jay Clayton, Sagar Teotia, Chief Accountant and William Hinman, Director, Division of Corporation Finance issued a Statement on Role of…

SEC Proposes Rules on Disclosure of Payments by Resource Extraction Issuers

USA - December 20 2019 The SEC is proposing Rule 13q-1 and an amendment to Form SD to implement Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection…

SEC Proposes to Update the Definition of “Accredited Investor”

USA - December 19 2019 The SEC has proposed amendments to the definition of “accredited investor” to add new categories of qualifying natural persons and entities and to…