The Filing Cabinet

The court that struck down parts of the SEC’s conflict minerals disclosure rule has agreed to give the agency another chance to make its case. The U.S. Court of Appeals for the District of Columbia said it will permit the SEC to file a supplemental brief, setting the stage for a rehearing of an April 2014 decision that scaled back conflict minerals disclosure demands amid First Amendment concerns. The Commission has 20 days to submit a new brief.

A bill intended to help public companies streamline their disclosures has been unanimously approved by the House of Representatives. The Disclosure Modernization and Simplification Act, sponsored by Rep. Scott Garrett (R-N.J.), allows issuers to submit a summary page on annual Form 10-K filings. It also gives the SEC a 180-day deadline to complete its ongoing review of disclosure requirements.

The SEC has announced the launch of a pilot program that will consolidate financial statements submitted by public companies using XBRL into databases that can be readily accessed by the public. The data sets, including financial statement data from XBRL filings, will be expanded in 2015 to include data in footnotes to financial statements.

The SEC is offering guidance on how companies can use charts, graphics, and even multimedia files in corporate filings to tell your story in fewer words. All well and good, says a new Compliance and Disclosure Interpretation from the Division of Corporation Finance. It warns, however, that required information must be included as searchable text or in a searchable table within the filing.

A rule proposed by the Securities and Exchange Commission on Monday would require companies to disclose policies that allow directors and employees to hedge securities awarded as part of a compensation package. The intent is to inform shareholders if executives are permitted to purchase financial instruments that allow them to receive their compensation even if the firm’s performance fails to meet expectations.

A coalition of state treasurers and pension funds has petitioned the SEC for new disclosure requirements on board diversity. They want a new rule that adds gender, racial, and ethnic diversity data to current disclosures dictated by Regulation S-K, which only requires companies to identify the minimum skills, experiences, and attributes that board candidates and nominees should have. More inside.

On May 14, PTG Capital Partners, a London-based investment firm, disclosed in a regulatory filing on the Securities and Exchange Commission’s EDGAR system that it offered to buy Avon for $18.75 a share. The firm, however is fictitious, raising questions of how EDGAR was gamed and why the filing was still posted as of Friday morning. Details inside.

In a letter to SEC Chair Mary Jo White, Sen. Chuck Grassley (R-Iowa) demanded more information about fake filings, including a fictitious Avon takeover bid, that somehow make their way onto the agency’s EDGAR system. “This pattern of fraudulent conduct is troubling, especially in light of the relative ease in which a fake posting can be made,” he wrote. Details inside.

A slew of business groups, from the Center for Audit Quality to the U.S. Chamber of Commerce and others, have voiced their collective opinion on how the SEC can improve the EDGAR filing process. Their top recommendations were search improvements and the ability to download data in multiple formats. See inside for their other suggestions.

SEC Commissioner Michael Piwowar has taken the rare step of publishing a second statement opposing the newly adopted pay ratio disclosure rule (not to be confused with his first statement of outrage last week). The length and tone of the statement add fuel to the theory that his criticisms will become the blueprint for a lawsuit by other opponents of the rule. More inside.

The latest step toward disclosure effectiveness: The SEC has proposed rules to modernize disclosure requirements for mining registrants and align them with global standards. The rules would rescind Industry Guide 7 and include the updated mining property disclosure requirements in a new subpart of Regulation S-K. More from Joe Mont.

The CFTC has announced it is seeking public comments as it embarks on a comprehensive review of swaps data reporting requirements.

The SEC is providing regulatory relief to publicly traded companies and others unable to meet filing requirements due to hurricane damage and mail disruptions. 

The SEC has released updated cyber-security disclosure guidance. Chairman Jay Clayton says the guidance “will promote clearer and more robust disclosure by companies about cyber-security risks and incidents, resulting in more complete information being available to investors.”

The SEC has charged investment adviser subsidiaries of Voya Holdings with failing to disclose conflicts of interest. They were also acused of misleading disclosures in connection with their practice of recalling securities on loan so affiliates could receive tax benefits.