Yesterday, the SEC’s spring regulatory flexibility agenda was published (see: Agency Rule List – Spring 2022). The agenda is very ambitious and includes a wide range of items. Based on the agenda, which is indicative as to...more
On March 30, 2022, the US Securities and Exchange Commission (“Commission”) proposed new rules and amendments to existing rules and forms (the “Proposed Rules,” see summary) addressing the treatment of initial public...more
In various public statements of late, representatives of the Securities and Exchange Commission have noted concern regarding the growth of the private markets. The statements have pointed to the fact that fundraising in the...more
5/2/2022
/ Capital Raising ,
Crowdfunding ,
Financial Markets ,
Investment ,
Private Placements ,
Privately Held Corporations ,
Registration Requirement ,
Regulatory Agenda ,
Rule 144 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Proposed Rules Could Require Dealer Registration by Certain Principal Trading Firms, Private Funds, Investment Advisers and Other Market Participants -
On March 28, 2022, the U.S. Securities and Exchange Commission (“SEC”)...more
On March 30, 2022, the Securities and Exchange Commission (the “SEC”) proposed new rules and amendments to existing rules and forms (the “Proposed Rules”) addressing the treatment of special purpose acquisition companies...more
4/4/2022
/ Capital Markets ,
Capital Raising ,
Initial Public Offering (IPO) ,
Investment ,
Market Participants ,
Proposed Rules ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
Background -
On March 21, 2022, the U.S. Securities and Exchange Commission (SEC) voted 3:1, with only Commissioner Hester Peirce dissenting, to propose long-awaited rules that, if adopted, would require extensive reporting...more
3/23/2022
/ Annual Reports ,
Climate Change ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Proposed Regulation ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Background -
On March 9, 2022, the U.S. Securities and Exchange Commission (the “SEC”) released proposed amendments (the “Proposed Amendments”) aimed at enhancing and standardizing disclosure relating to cybersecurity...more
3/15/2022
/ Business Development Companies ,
Comment Period ,
Cyber Incident Reporting ,
Cybersecurity ,
Data Breach ,
Data Protection ,
Disclosure Requirements ,
Foreign Private Issuers ,
Form 8-K ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 9, 2022, the US Securities and Exchange Commission (SEC) voted 3-1 to propose new rules and amendments under the Securities Exchange Act of 1934 that would constitute the SEC’s first attempt to adopt specific rules...more
3/11/2022
/ Cyber Attacks ,
Cybersecurity ,
Data Breach ,
Data Protection ,
Disclosure Requirements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC)
On February 10, 2022, the Securities and Exchange Commission proposed amendments to Schedules 13D and 13G relating to beneficial ownership reports. Section 13D requires disclosure by investors of the accumulation of...more
2/15/2022
/ Beneficial Owner ,
Derivatives ,
Equity Securities ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions
On December 15, 2021, the Securities and Exchange Commission (the “SEC”) proposed amendments (the “proposal”) to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and related disclosure obligations...more
12/17/2021
/ 10b5-1 Plans ,
Disclosure Requirements ,
Insider Trading ,
Material Nonpublic Information ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions ,
Trading Policies
At a recent conference, Securities and Exchange Commission Chair Gary Gensler gave wide-ranging remarks addressing market structure issues, LIBOR and other rates, and the Commission’s regulatory agenda....more
Last week, the Office of Information and Regulatory Affairs released the Spring 2021 Unified Agenda of Regulatory and Deregulatory Actions, which includes the Securities and Exchange Commission’s rulemaking agenda....more
6/14/2021
/ 10b5-1 Plans ,
Beneficial Owner ,
Disclosure Requirements ,
Dodd-Frank ,
Environmental Social & Governance (ESG) ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs) ,
Stock Repurchases ,
Swaps
Yesterday, for the first time as Chair of the Securities and Exchange Commission, Gary Gensler appeared before Congress to provide testimony regarding the market disruptions and volatility witnessed in January 2021 relating...more
5/7/2021
/ Broker-Dealer ,
Conflicts of Interest ,
Congressional Investigations & Hearings ,
Dodd-Frank ,
Financial Markets ,
GameStop ,
Market Volatility ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Security-Based Swaps ,
Swaps
Shortly before the end of his tenure as Chair of the Securities and Exchange Commission (SEC), Chair Jay Clayton presided over the SEC as it considered and approved the New York Stock Exchange’s (NYSE) proposed rule change...more
On November 24, 2020, the US Securities and Exchange Commission (SEC) proposed for comment amendments to Rule 701 under the Securities Act of 1933, which is the exemption from the registration requirements relied upon most...more
Tuesday, Securities and Exchange Commission Chair, Jay Clayton, testified before the U.S. Senate Committee on Banking, Housing, and Urban Affairs. In his last testimony, Chair Clayton confirmed his plans to conclude his...more
Yesterday, the Securities and Exchange Commission adopted final rules relating to the use of derivatives by registered investment companies and business development companies....more
The Securities and Exchange Commission announced an open meeting will be held on October 28, 2020 during which the SEC will consider whether to adopt rules and related amendments designed to provide an updated approach to the...more
In remarks last week, Securities and Exchange Commission Chair Clayton discussed the SEC’s proposed amendments to streamline and modernize the requirements for Management’s Discussion and Analysis (MD&A) disclosures. The...more
2/4/2020
/ Corporate Governance ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
MD&A Statements ,
PCAOB ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Oversight ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
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
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
At the recent 2019 AICPA Conference on Current SEC and PCAOB Developments, representatives of the SEC provided updates on a number of emerging issues, including implementation of the critical audit matters (“CAMs”)...more
The Securities and Exchange Commission released the report from the August 2019 Government-Business Forum on Small Business Capital Formation. The Annual Forum provides an opportunity for market participants to meet and...more
12/9/2019
/ Accredited Investors ,
Capital Formation ,
Crowdfunding ,
Emerging Growth Companies ,
Financial Industry Regulatory Authority (FINRA) ,
Investment Company Act of 1940 ,
Investment Opportunities ,
Market Participants ,
Natural Person Requirement ,
Offerings ,
Qualification Standards ,
Regulatory Agenda ,
Regulatory Oversight ,
Regulatory Standards ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Small Business ,
Smaller Reporting Companies ,
Sophisticated User Doctrine ,
Startups ,
Threshold Requirements ,
Tier 2 Offerings ,
Transfer Agents
Securities and Exchange Commission Chair Jay Clayton made remarks at the University of Pennsylvania, which covered a broad range of topics. Chair Clayton noted that under his tenure the SEC’s Reg Flex agenda has become less...more
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