Outside of the small circle of federal securities law nerds (we proudly proclaim our membership), the phrase "disclosure controls and procedures" (DCP) rarely garners much attention. However, a recent settled order issued by the U.S. Securities and Exchange Commission (SEC or Commission) concerning a purported DCP violation by an issuer based on an alleged failure to collect information tied to one of the company’s risk factor disclosures has brought DCP out from the practitioner shadows and into the spotlight. In this post, we explore the history of DCP, the SEC’s increasingly expansive enforcement of this provision, an overview of the recent order (along with a corresponding dissent to the order by SEC Commissioner Hester Peirce) and the significant compliance ramifications for public company issuers. The Captivating History of DCP Section 13a, titled "Reports of Issuers of Securities Registered Pursuant to Section 12," is a set of provisions within the Securities Exchange Act of 1934 (Exchange Act) that contain requirements for entities registered under Section 12 of the Exchange Act to follow when filing annual or other reports with the SEC. In August 2002, as directed by Section 302(a) of the Sarbanes-Oxley Act (SOX), the SEC enacted rules that the […]
K&X Design and Investment Technology, LLC
Invest The Invisible Impact
K&X Design and Investment Technology, LLC
Invest The Invisible Impact
