The SEC brought an enforcement action against The Brink’s Company for using confidentiality agreements that the SEC alleged violated Exchange Act Rule 21F-17. That rule prohibits any person from taking any action to impede an individual from communicating directly with the Commission, including by “enforcing, or threatening to enforce, a confidentiality agreement….” The SEC has
SEC Updates Electronic Filing Requirements
The Securities and Exchange Commission adopted rules and form amendments to:
- Mandate the electronic filing or submission of certain documents that currently are permitted to be filed or submitted in paper; and
- Mandate the use of Inline eXtensible Business Reporting Language (“Inline XBRL”) for the filing of the financial statements and accompanying schedules to the
SEC Proposes ESG Disclosures for Investment Advisers and Investment Companies
The SEC has proposed amendments to rules and disclosure forms to promote consistent, comparable, and reliable information for investors concerning funds’ and advisers’ incorporation of environmental, social, and governance (“ESG”) factors.
The proposed changes would apply to registered investment companies, business development companies (together with registered investment companies, “funds”), registered investment advisers, and certain unregistered
SEC Charges Issuer with Failure to Disclose Source of Revenue Growth
The SEC announced settled charges against technology company NVIDIA Corporation for inadequate disclosures concerning the impact of cryptomining on the company’s gaming business.
The SEC’s order finds that, during consecutive quarters in NVIDIA’s fiscal year 2018, the company failed to disclose that cryptomining was a significant element of its material revenue growth from the sale
SEC Releases Sample Letter to Companies Regarding Disclosures Pertaining to Russia’s Invasion of Ukraine and Related Supply Chain Issues
The SEC has released an illustrative letter that contains sample comments that the Division of Corporation Finance may issue to companies based on their specific facts and circumstances related to Russia’s invasion of Ukraine and related supply chain issues.
The SEC notes companies may have disclosure obligations under the federal securities laws related to the
Chancery Considers Whether Acceptance of Equity Grant Violated Fiduciary Duties
In Knight v. Miller et al the Delaware Court of Chancery considered, among other things, whether the acceptance of an equity grant violated fiduciary duties. The case was before the Court on a motion to dismiss.
The case deals with grants of equity compensation made to directors and officers of Universal Health Services, Inc. (“UHS”
SEC Charges Brazilian Mining Company with Misleading Investors about Safety Prior to Deadly Dam Collapse
The SEC charged Vale S.A., a publicly traded Brazilian mining company and one of the world’s largest iron ore producers, with making false and misleading claims about the safety of its dams prior to the January 2019 collapse of its Brumadinho dam.
According to the SEC complaint, Vale:
- improperly obtained stability declarations for the dam