In his testimony in Congress, Securities and Exchange Commission Chair Jay Clayton provided an update on the rulemaking work undertaken by the SEC during the fiscal year and provided updates on the SEC’s priorities. ...more
12/12/2019
/ Accredited Investors ,
Anti-Fraud Provisions ,
Business Development Companies ,
Capital Formation ,
Closed-End Funds ,
Congressional Investigations & Hearings ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Investment ,
Investment Adviser ,
Offerings ,
Proxy Solicitations ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Testimony ,
Testing-the-Waters Communications
On September 17, 2019, the Securities and Exchange Commission (SEC) proposed rules to update the statistical disclosures that bank and savings and loan registrants provide to investors. The proposed rules would rescind...more
9/25/2019
/ Bank Holding Company ,
Disclosure Requirements ,
Financial Institutions ,
GAAP ,
IFRS ,
Regulation S-K ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Statistical Analysis
This past week, the House Financial Services Committee considered and passed a few bills that would, if passed by the House, result in changes to the securities laws. ...more
9/23/2019
/ Capital Formation ,
Capital Markets ,
Compensation & Benefits ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement Authority ,
Environmental Social & Governance (ESG) ,
Financial Regulatory Reform ,
Financial Services Committee ,
Form 8-K ,
Insider Trading ,
Investor Protection ,
Legislative Agendas ,
PCAOB ,
Proposed Legislation ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations ,
Wage and Hour ,
Whistleblower Protection Policies ,
Whistleblowers
This guide covers all related information that a securities practitioner needs when working with a Business Development Company (BDC). It provides an overview of the industry and covers applicable securities laws and...more
9/11/2019
/ Business Development ,
Business Development Companies ,
Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
Due Diligence ,
Initial Public Offering (IPO) ,
Investment Advisers Act of 1940 ,
Investment Management ,
Lock-Up Agreement ,
MD&A Statements ,
Nasdaq ,
Offerings ,
Prospectus ,
Publicly-Traded Companies ,
Securities Act ,
Securities Exchange Act ,
Securities Regulation ,
Securities Transactions ,
Stock Exchange ,
Underwriting Agreements
On September 5, 2019, the Investor Advisory Committee will hold an open meeting (telephonic) in order to consider and address recommendations regarding the proxy process. On September 19, the Committee will hold an in-person...more
At an open meeting today, the Securities and Exchange Commission issued guidance to assist investment advisers in fulfilling their proxy voting responsibilities in using the services of a proxy advisory firm, and provided...more
8/21/2019
/ Anti-Fraud Provisions ,
Corporate Governance ,
Disclosure Requirements ,
Interpretive Rule ,
Investment Adviser ,
Investment Company Act of 1940 ,
New Guidance ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
The Securities and Exchange Commission announced an open meeting for August 8th to consider whether to propose rule amendments to modernize the description of business, legal proceedings, and risk factor disclosures required...more
The SEC announced an upcoming roundtable (date and details to come) that will focus on the causes of short-termism, including the role of quarterly disclosures. At the end of 2018, the SEC had published a request for comment...more
On May 3, 2019, the US Securities and Exchange Commission (SEC) proposed revisions to financial statement disclosures with respect to business acquisitions and dispositions required by Regulation S-X’s Rule 3-05 (Financial...more
As part of the Disclosure Effectiveness initiative, the Securities and Exchange Commission proposed amendments to address the financial disclosure requirements in connection with acquisitions and dispositions. The SEC...more
The House Financial Services Committee recently passed H.R. 1815, which is the Securities and Exchange Commission Disclosure Effectiveness Testing Act. ...more
4/23/2019
/ Best Interest Standard ,
Disclosure Requirements ,
Financial Services Committee ,
Financial Services Industry ,
Investment ,
Legislative Agendas ,
Proposed Legislation ,
Regulatory Oversight ,
Regulatory Requirements ,
Retail Investors ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Testing Requirements
The Securities and Exchange Commission adopted additional amendments that are intended to simplify disclosure requirements for public companies, investment advisers and investment companies. ...more
3/22/2019
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Investment Adviser ,
Investment Companies ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC)
At a recent Practising Law Institute conference, William Hinman, Director of the Securities and Exchange Commission’s Division of Corporation Finance, commented on the application of the Commission’s principles-based...more
Earlier this week, Commissioner Peirce addressed a number of topics with the Council of Institutional Investors. ...more
There are a number of legislative proposals making their way through the House and the Senate that would affect public reporting companies and are gathering some momentum, so they bear watching....more
In a recent paper titled “Damage Control: Changes in Disclosure Tone After Financial Misconduct,” authors Rebecca L. Files, Alex Holcomb, Gerald S. Martin, and Paul Mason assess how companies change the tone of their required...more
The Securities and Exchange Commission adopted final rules requiring public companies (other than foreign private issuers and certain fund issuers) to disclose in proxy statements their policies regarding hedging transactions...more
The Securities and Exchange Commission announced that it will hold an open meeting on December 19, 2018. Among other things, the Commission will consider a rule requiring disclosure of hedging arrangements entered into by a...more
Representatives from the Office of Chief Accountant discussed new accounting standards. The Staff commented on the implementation of the new revenue recognition standard, which requires companies to provide a comprehensive...more
The SEC’s Investor Advisory Committee will hold its next public meeting on December 13, 2018 at 9:00 am. The Committee’s agenda includes a discussion regarding disclosures on sustainability and environmental, social and...more
The Securities and Exchange Commission recently released its Strategic Plan for fiscal years 2018 to 2022. The plan identifies three goals. ...more
In a recent paper titled “Unicorn Stock Options – Golden Goose or Trojan Horse?” Anat Alon-Beck analyzes the issues arising in connection with stock-based compensation awarded to employees of unicorns given the trend toward...more
Speaking at a session at the American Bar Association’s annual meeting, a representative of the Securities and Exchange Commission’s Division of Corporation Finance (Michael Seaman) provided guidance for attendees regarding...more
9/17/2018
/ C&DIs ,
Class Action Arbitration Waivers ,
Corporate Finance ,
Cybersecurity ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Services Industry ,
Financial Statements ,
Offerings ,
Regulation A ,
Regulation S-K ,
Rulemaking Process ,
Smaller Reporting Companies
In June 2018, the Securities and Exchange Commission adopted amendments to the definition of “smaller reporting company.” Under the amendments a company with a public float of less than $250 million qualifies as an SRC....more
Last week, the Securities and Exchange Commission adopted amendments to certain disclosure requirements that have become duplicative, overlapping, or outdated. ...more