Colin Diamond on Securities and Exchange Commission (SEC)

New Investment Opportunities in Private Offerings as SEC Proposes to Amend Accredited Investor Definition

On December 18, 2019, the Securities and the Exchange Commission (the “SEC” or the “Commission”) published its proposal to amend the accredited investor definition set forth in Rule 501(a) of Regulation D under the Securities...more

1/8/2020 / Accredited Investors , Family Offices , Investment Opportunities , Limited Liability Company (LLC) , Natural Person Requirement , Private Funds , Private Offerings , Proposed Amendments , Public Comment , Registered Investment Advisors , Regulation D , Rule 144A , Rule 501 , Rule 506 Offerings , Rural Business Investment Companies (RBICs) , Securities and Exchange Commission (SEC) , Small Offering Exemptions

SEC Proposes Rule Amendments to Enhance Regulation of Proxy Advisers

On November 5, 2019, the Securities and Exchange Commission (“SEC”) proposed amendments to the federal proxy rules that would enhance the SEC’s regulation of proxy advisory firms.1 The proposed amendments to Rules 14a-1,...more

11/22/2019 / Anti-Fraud Provisions , Conflicts of Interest , Disclosure Requirements , Exemptions , Filing Requirements , Glass Lewis , Information Statements , Institutional Shareholder Services (ISS) , Proposed Amendments , Proxy Advisory Firms , Proxy Materials , Proxy Voting Guidelines , Public Comment , Publicly-Traded Companies , Safe Harbors , Securities and Exchange Commission (SEC) , Securities Exchange Act , Solicitation , Transitional Arrangements

New Staff Legal Bulletin No. 14K – More Clarity From Corp Fin Staff on Core Rule 14a-8 Bases for Exclusion of Shareholder...

On October 16, 2019, the Securities and Exchange Commission’s (“SEC”) Division of Corporation Finance (“Corp Fin”) issued Staff Legal Bulletin No. 14K (“SLB 14K”) addressing shareholder proposals. This guidance follows Corp...more

10/23/2019 / Board of Directors , Division of Corporate Finance , Exclusions , Micromanagement , No-Action Requests , Proof of Ownership , Proxy Season , Rule 14a-8 , Rule 14a-8(i)(10) , Rule 14a-8(i)(7) , Securities and Exchange Commission (SEC) , Shareholder Proposals , Shareholder Votes

SEC Issues Guidance on Proxy Advisory Firms

On August 21, 2019, the Securities and Exchange Commission (“SEC”), in response to increasing concerns that proxy advisory firms hold excessive sway over voting results, issued guidance (the “2019 Advisor Guidance”) that...more

10/7/2019 / Conflicts of Interest , Disclosure Requirements , Investment Adviser , New Guidance , Proxy Advisors , Proxy Advisory Firms , Proxy Season , Proxy Voting Guidelines , Securities and Exchange Commission (SEC) , Third-Party Liability

PwC Charged with Violating Auditor Independence Rules and Improper Professional Conduct

On September 23, 2019, the Securities and Exchange Commission (“SEC”) charged accounting firm PricewaterhouseCoopers LLP (“PwC”) with improper professional conduct and violating auditor independence rules. The SEC also...more

9/26/2019 / Cease and Desist Orders , Censures , Civil Monetary Penalty , Disgorgement , Enforcement Actions , Independent Audits , PCAOB , Regulation S-X , Securities and Exchange Commission (SEC) , Securities Exchange Act , Securities Violations , Settlement

Shareholder Proposals – How the SEC’s Recently Announced New Policy May Impact the Rule 14a-8 No-Action Process

On September 6, 2019, the staff (the “Staff”) of the Division of Corporation Finance (“Corp Fin”) of the Securities and Exchange Commission (“SEC”) announced1 two significant changes to the Rule 14a-8 no-action process...more

9/12/2019 / Administrative Procedure , Division of Corporate Finance , No-Action Relief , Policies and Procedures , Proxy Season , Proxy Statements , Publicly-Traded Companies , Securities and Exchange Commission (SEC) , Shareholder Proposals

SEC Proposes Amendments to Modernize Disclosures; Considers Requiring Human Capital Resources Disclosure

On August 8, 2019, the Securities and Exchange Commission (“SEC”) proposed amendments1 to crucial disclosure requirements under Regulation S-K, including Item 101 (Description of Business), Item 103 (Legal Proceedings) and...more

8/13/2019 / Capital Requirements , Disclosure Requirements , Form 10-K , Investment Adviser , Proposed Amendments , Regulation S-K , Risk Factors , Securities and Exchange Commission (SEC)

SEC: Time to revamp securities offering exemptions

SEC is seeking public comments in its concept release in an effort to simplify, harmonize and improve the existing exempt offering framework. On June 18, 2019, the Securities and Exchange Commission (the “SEC” or the...more

E&S Disclosure Trends in SEC Filings 2018 – 2019

In light of the increased spotlight on environmental, social and governance (“ESG”) disclosures, White & Case’s Public Company Advisory Group conducted a survey of environmental and social (“E&S”) disclosures in the...more

6/27/2019 / Annual Reports , Board of Directors , Corporate Culture , Corporate Social Responsibility , Environmental Social & Governance (ESG) , Form 10-K , Fortune 100 , Materiality , Oversight Duties , Popular , Proxy Statements , Publicly-Traded Companies , Securities and Exchange Commission (SEC) , Shareholders , Supply Chain , Surveys , Sustainability

SEC Proposes Changes to Financial Disclosure Relating to Business Acquisitions and Dispositions

On May 3, 2019, the Securities and Exchange Commission (the "SEC") proposed amendments to its rules governing disclosure of financial statements by public companies or in initial public offerings ("IPOs") in connection with...more

5/20/2019 / Acquisitions , Disclosure Requirements , Financial Statements , Foreign Corporations , GAAP , IFRS , Initial Public Offering (IPO) , Investment Funds , Investors , Pro Forma Financial Information , Proposed Amendments , Public Comment , Publicly-Traded Companies , Regulation S-X , Securities and Exchange Commission (SEC)

SEC Continues on the Path of Simplifying Public Company Requirements

New Proposed Rules Aim to Eliminate Auditor's Attestation Requirement on Internal Controls under SOX 404(b) for Smaller Reporting Companies with less than $100 million in Revenues - On May 9, 2019, the SEC proposed...more

5/18/2019 / Accelerated Filers , Attestation Requirements , Auditors , Emerging Growth Companies , ICFR , Internal Controls , Proposed Amendments , Public Comment , Publicly-Traded Companies , Regulatory Burden , Sarbanes-Oxley , Section 404 , Securities and Exchange Commission (SEC) , Smaller Reporting Companies

SEC Adopts Amendments to Modernize and Simplify Disclosure Requirements - And Provides Guidance on the Significantly Streamlined...

On March 20, 2019, the SEC voted to adopt amendments to modernize and simplify disclosure requirements for public companies, investment advisers, and investment companies. The amended rules, which are based on amendments...more

Corp Fin Director Highlights the Need for Tailored Brexit Disclosures and Principles-Based Sustainability Disclosures

In his March 15, 2019 speech1 at the 18th Annual Institute on Securities Regulation in Europe, William Hinman, Director of the Securities and Exchange Commission's ("SEC") Division of Corporation Finance ("Corp Fin"),...more

4/2/2019 / Board of Directors , Climate Change , Corp Fin , Directors , Disclosure Requirements , Division of Corporate Finance , Environmental Social & Governance (ESG) , Investors , Publicly-Traded Companies , Risk Management , Securities and Exchange Commission (SEC) , Sustainability , UK Brexit

Hoping to Encourage Increased Participation in the Public Markets, SEC Proposes New Rule Allowing all Issuers to Test the Waters

The SEC is proposing to extend the testing-the-waters ("TTW") accommodation to all issuers, including investment company issuers.1 Citing the dominance of the IPO market by emerging growth companies ("EGCs")2 and evidence...more

2/25/2019 / Accredited Investors , Corporate Issuers , Emerging Growth Companies , Initial Public Offering (IPO) , Investment Companies , JOBS Act , Offerings , Proposed Rules , Public Comment , Qualified Institutional Buyers , Regulation FD , Request For Information , Securities Act , Securities and Exchange Commission (SEC) , Testing-the-Waters Communications

1/15/2019 / Amended Rules , Capital Raising , Disclosure Requirements , Earnings Reports , Final Rules , Form 10-Q , Form 8-K , Hedging , Policies and Procedures , Public Comment , Public Offerings , Publicly-Traded Companies , Quarterly Report , Regulation A , Regulation S-K , Reporting Requirements , Securities and Exchange Commission (SEC)

Colin Diamond

White & Case LLP

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