The Securities and Exchange Commission yesterday voted to propose amendments to the Regulation S-K requirements for Management’s Discussion and Analysis, or MD&A, and also issued agency guidance relating to MD&A. ...more
1/31/2020
/ Comment Period ,
Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
JOBS Act ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Oversight ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
As discussed in earlier blog posts, as a result of various FAST Act mandated changes to Regulation S-K, which were adopted by the Securities and Exchange Commission and became effective in May 2019, a registrant may omit a...more
1/31/2020
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Filing Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-K ,
MD&A Statements ,
Omissions ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC)
Recently, the Securities and Exchange Commission approved FINRA’s proposed amendments to its Corporate Financing Rule, which are intended to modernize, simplify, and streamline the rule....more
12/27/2019
/ Corporate Financing Rule ,
Debt Securities ,
Derivatives ,
Exemptions ,
Filing Requirements ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Regulatory Reform ,
Lock-Up Requirements ,
Offerings ,
Proposed Amendments ,
Regulatory Burden ,
Regulatory Oversight ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Underwriting ,
Venture Capital
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
The SEC’s amendment to the test-the-waters provisions, extending the ability to test-the-waters to issuers that are not emerging growth companies (“EGCs”), is now effective. The guide summarizes the provisions of new Rule...more
12/12/2019
/ Accredited Investors ,
Business Development Companies ,
Capital Markets ,
Emerging Growth Companies ,
Financial Regulatory Reform ,
Initial Public Offering (IPO) ,
Institutional Investors ,
New Rules ,
Qualified Institutional Buyers ,
Registered Investment Companies (RICs) ,
Rule 163B ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Testing-the-Waters Communications
In this Lexis Practice Advisor Practice Note, we discuss new Rule 163B adopted by the US Securities and Exchange Commission (SEC). On September 26, 2019, the SEC extended the ability to test the waters to all issuers by...more
11/20/2019
/ Accredited Investors ,
Corporate Issuers ,
Emerging Growth Companies ,
Financial Regulatory Reform ,
Initial Public Offering (IPO) ,
Institutional Investors ,
JOBS Act ,
New Rules ,
Public Offerings ,
Qualified Institutional Buyers ,
Rule 163B ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Testing-the-Waters Communications
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
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
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)
The Securities and Exchange Commission adopted final rules yesterday making Regulation A available to reporting companies. The Commission was required to amend Regulation A pursuant to the mandate in the financial services...more
On December 18, 2018 the Commission published a Request for Comment on Earnings Releases and Quarterly Reports (the “Request”), which solicits public comment on both earnings releases and the frequency of periodic reporting....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
Even before the Trump tweet, discussions regarding interim reporting requirements for U.S. public companies had been ongoing for several years. ...more
As we previously blogged, a Trump tweet called on the Securities and Exchange Commission to undertake a study regarding the costs and benefits of quarterly versus semi-annual filings. ...more
Last week, the Securities and Exchange Commission adopted amendments to certain disclosure requirements that have become duplicative, overlapping, or outdated. ...more
In a very early morning tweet, the President chose to comment on the requirement to file quarterly reports on Form 10-Q. ...more
The Securities and Exchange Commission will hold an open meeting on July 18th in order to consider the changes to Rule 701 required by the Crapo Act about which we previously blogged (see: https://goo.gl/3BNfb5), as well as...more
The Senate Banking Committee recently considered various securities-related bills, including the following...more
7/10/2018
/ Cybersecurity ,
Disclosure Requirements ,
Emerging Growth Companies ,
Financial Regulatory Reform ,
Legislative Agendas ,
Proposed Legislation ,
Public Offerings ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Sarbanes-Oxley ,
Senate Banking Committee ,
Startups