December 19, 2018

SEC Requests Comment on Earnings Releases/Quarterly Reports (& Adopts Hedging Rules)

Yesterday, the SEC posted this 31-page “request for comment” about earnings releases & quarterly reports – and deleted consideration of this topic from the meeting agenda for today’s open Commission meeting. The SEC released its request for comments – and adopted the hedging rules – ahead of schedule to provide more time for the other rulemakings still on the agenda, which remains very full. We’re posting memos in our “Earnings Releases” Practice Area.

Here’s some analysis from John:

The number – and depth – of the questions the SEC raises about the relationship between Form 10-Q and earnings releases (29 out of 46) in comparison to those addressing reporting frequency suggests to me that the SEC may be more interested in tinkering with quarterly reporting requirements rather than seriously considering a move to semi-annual reporting.

Also, the SEC’s questions surrounding how a change to semi-annual reporting under the Exchange Act would impact Securities Act registration requirements suggest that even if they went to semi-annual reporting, the requirements for Securities Act filings are likely to remain unchanged. There are lots of good reasons why the SEC might do that – but if so, then changing the frequency of 10-Qs would be practically meaningless to any company that wants to preserve its ability to access the capital markets quickly.

SEC Adopts Hedging Rules

Yesterday, the SEC adopted the hedging rules required under Section 955 of Dodd-Frank. The SEC adopted the rules a day before they were supposed to be considered at today’s open Commission meeting – and deleted consideration of this topic from the meeting agenda. Except for “smaller reporting companies” and “EGCs” – which get a one-year pass to mid-2020 – the new hedging rules apply to proxies filed during fiscal years beginning after July 1, 2019.

Here’s the SEC’s press release (the adopting release isn’t available yet) – and we’ll be posting memos in our “Hedging” Practice Area on

ISS Issues “Final” Comp FAQs

Last week, ISS released its “final” compensation FAQs – the “preliminary” set was issued last month. Here’s a blog from FW Cook’s Samantha Nussbaum about the final FAQs…

Broc Romanek