The SEC Office of the Investor Advocate is required to produce and deliver to Congress a report on its objectives for the subsequent fiscal year. Just recently, the Investor Advocate released and delivered its report...more
Late last week, the House Appropriations Committee approved a bill that addresses the budgets for among other agencies, the Securities and Exchange Commission. While the bill would authorize an increase in the SEC budget for...more
An “at-the-market” (“ATM”) offering is an offering of securities into an existing trading market for the securities at a price or prices related to the then-market price of the securities. ATM offerings are continuous...more
On June 26, 2020, the Chair of the Securities and Exchange Commission, joined by the Directors of the Divisions of Corporation Finance, Investment Management and Trading & Markets of the SEC, provided a statement summarizing...more
On June 23, 2020, the Division of Corporation Finance (Division) of the US Securities and Exchange Commission (SEC) issued CF Disclosure Guidance: Topic No. 9A (CF 9A), providing guidance on operations, liquidity, and capital...more
On June 30, 2020, Securities and Exchange Commission Chair Jay Clayton will moderate a roundtable concerning pandemic-related disclosure considerations, which will be livestreamed from the SEC’s website....more
On May 21, 2020, the US Securities and Exchange Commission (SEC) adopted amendments (Amended Rules)1 to financial statement disclosures with respect to business acquisitions and dispositions required by Regulation S-X’s Rule...more
Not deterred by the pandemic, the Securities and Exchange Commission seems to be continuing its work tackling the items on the regulatory agenda. Today, the SEC announced that adopted amendments to its requirements related...more
The Staff of the Securities and Exchange Commission’s Division of Corporation Finance provided additional guidance regarding some of the COVID-19 related relief in the form of several questions and answers...more
Registered direct offerings, or RDOs, are hybrid securities offerings, meaning that these offerings have some characteristics typically associated with private placements and some characteristics of public offerings. During...more
On April 8, 2020, the Chair of the U.S. Securities and Exchange Commission (the “SEC”) – Jay Clayton – and the Director of the SEC’s Division of Corporation Finance – William Hinman – issued a joint statement titled The...more
The guidance regarding shareholder meetings has been updated to address a number of matters, including issues related to delays in printing and mailing of proxy materials...more
The SEC’s Division of Corporation Finance published CF Disclosure Topic No. 9 providing the Staff’s current views regarding disclosure and securities law obligations that companies should consider in connection with the...more
The Securities and Exchange Commission announced that it is extending the filing periods covered by its previously enacted conditional reporting relief for certain public company filing obligations under the federal...more
The Securities and Exchange Commission adopted amendments to the accelerated filer and large accelerated filer definitions, which impact the Sarbanes-Oxley Act of 2002....more
3/13/2020
/ Accelerated Filers ,
Disclosure Requirements ,
Form 10-K ,
Form 20-F ,
ICFR ,
New Amendments ,
Publicly-Traded Companies ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Smaller Reporting Companies ,
Threshold Requirements
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
On December 18, 2019, the Securities and Exchange Commission (“SEC”) proposed amendments to the definition of “accredited investor” and related amendments to the definition of “qualified institutional buyer.” The proposed...more
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
The Office of the Advocate for Small Business Capital Formation published its annual report to the Committee on Banking, Housing and Urban Affairs of the U.S. Senate and the Committee on Financial Services of the US House of...more
12/24/2019
/ Accredited Investors ,
Annual Reports ,
Capital Formation ,
Capital Markets ,
Crowdfunding ,
Disclosure Requirements ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
Investment Opportunities ,
Investors ,
Offerings ,
Pooled Investment Vehicles ,
Regulation A ,
Regulation CF ,
Rule 504 ,
Rule 506 Offerings ,
Securities Regulation ,
Small Business ,
Smaller Reporting Companies
FINRA’s rules relating to equity IPOs, on spinning and withholding and IPO allocations, which came into effect following the dot-com bust, were recently amended. The amendments to Rule 5130, relating to restrictions on the...more
This week, the Securities and Exchange Commission voted to approve a proposing release for comment that would amend the definition of “accredited investor,” as well as amend the definition of “qualified institutional...more
12/20/2019
/ Accredited Investors ,
Comment Period ,
Investment Advisers Act of 1940 ,
Investment Company Act of 1940 ,
Native American Issues ,
Natural Person Requirement ,
Proposed Amendments ,
Qualified Institutional Buyers ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The upcoming Securities and Exchange Commission open meeting for December 18, 2019 will now address additional rulemaking....more
12/16/2019
/ Accredited Investors ,
Disclosure Requirements ,
Dodd-Frank ,
Form SD ,
Investor Protection ,
Proposed Rules ,
Resource Extraction ,
Rule 144A ,
Rulemaking Process ,
Section 1504 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
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
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