四半期開示の廃止について

Leidos, Inc. v. Indiana Public Retirement System

Kevin LaCroix:

The U.S. Supreme Court has agreed to take up a case that will address a recurring issue that has arisen in the securities class action litigation arena – that is, whether or not the alleged failure to make a disclosure required by Item 303 of Reg. S-K is an actionable omission under Section 10(b) and Rule 10b-5.

Thomas O. Gorman:

The Supreme Court agreed to hear another securities case this week. Leidos, Inc. v. Indiana Public Retirement System, No. 16-581. … Leido , a securities class action based on Exchange Act Section 10(b) and Rule 10b-5 thereunder, presents the following question, according to the Petition for a Writ of Certiorari: “Whether the Second Circuit erred in holding – in direct conflict with the decisions of the Third and Ninth Circuits – that Item 303 of SEC Regulation S-K creates a duty to disclose that is actionable under the Section 10(b) . . .” of the Exchange Act.

SEC Approves Nasdaq Golden Leash Disclosure Rule: Effective in 30 Days!

Cydney Posner writes:

Rule 5250(b)(3) will require each listed company to disclose, by the date the company files its definitive proxy statement for its next annual meeting, the parties to and material terms of all arrangements between any director or nominee and any person or entity other than the company relating to compensation or other payment in connection with that person’s candidacy or service as a director. A company must make the required disclosure at least annually until the earlier of the resignation of the director or one year following the termination of the agreement or arrangement.

The accompanying interpretive material indicates that the terms “compensation” and “other payment” as used in the rule are not limited to cash payments and are intended to be construed broadly. The disclosure requirement encompasses non-cash compensation and other forms of payment obligation, such as indemnification or health insurance premiums. Note that the rule does not separately require the initial disclosure of newly entered arrangements so long as disclosure is made under the rule for the next annual meeting. The information must be disclosed either on or through the company’s website (in which case it must be continuously accessible) or in its definitive proxy statement.

Nasdaq also explicitly states that, if a company provides disclosure in a definitive proxy or information statement, including to satisfy the SEC’s proxy disclosure requirements, sufficient to comply with the proposed rule, the company’s obligation to satisfy the rule is fulfilled regardless of the reason that the disclosure was made.

大量保有報告に関する米国での法案について

Wachtell Lipton Rosen & Katzのメモランダム元にしたポストでは,次のように述べられています。

The proposed amendments would include shortening the filing window applicable to the acquisition of a 5% stake in an equity security from ten days to two business days and requiring the public reporting of significant “short” positions. The legislation would also broaden the scope of the rules by recognizing that possession of a pecuniary interest in a security constitutes beneficial ownership, and by specifically targeting the covert collusion of activist “wolf packs.”

現在,この法案が通る確率は,2%らしいです。

via HLS Corporate Govenance & Financial Regulation, Business Insider, Forbes, GovTrack.us, Senator Baldwin, Bill Text

最高経営責任者の報酬と中間(median)に位置する従業員の報酬の割合の開示

最終規則が制定されました。

証券取引委員会の委員の声明や反対意見があります。

APAとの関係について、DP&Wがコメントしています。

via Skkaden, Gibson, Dunn, Sidley, Sullivan & Cromwell, Wachtell Lipton, Davis Polk, Davis Polk

SECのEDGARでの情報開示が購読者に対して早く開示しているという研究

もともとは,Bloombergの記事で,シカゴ大教授らの論文について,次の通り指摘されていました。

The study of Form 4s, which track changes to stock holdings by company directors and officers, showed an average timing advantage of about 10 seconds.

この有利さは,現在では,小さくなっているとの記事があります。

On Tuesday, filings were published on the SEC’s website an average of 35 seconds after Mr. Jackson received them on his direct feed. The lag dropped to 27 seconds on Wednesday, when the Journal article was published. On Thursday and Friday the delay narrowed even more, with filings appearing on the SEC’s “Edgar” site an average of about three seconds and 2.5 seconds, respectively, after being published on Mr. Jackson’s feed. The drop in the lag time continued Monday, according to Mr. Mitts.