We previously blogged here about the proposed Securities and Exchange Commission (SEC) amendments to Rule 10b5-1 trading plans. As the amendments have now been unanimously adopted, below are some answers to frequently asked...more
On December 15, the Securities and Exchange Commission (SEC) proposed enhanced disclosure requirements and amendments to the rules regarding issuer share repurchases and Rule 10b5-1 plans. The proposals related to Rule 10b5-1...more
As we’ve previously blogged, in November 2020, the Securities Exchange Commission (SEC) adopted amendments to the Regulation S-K items related to Management’s Discussion and Analysis (MD&A) as well as certain selected...more
10/8/2021
/ Amended Rules ,
Disclosure Requirements ,
Filing Deadlines ,
Financial Statements ,
MD&A Statements ,
New Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The Bass, Berry & Sims Corporate & Securities Practice Group recently hosted another in a series of complimentary webinars exploring various public company-related securities law issues.
The most recent Securities Law...more
12/9/2019
/ Best Practices ,
Comment Period ,
Cybersecurity ,
Data Breach ,
Enforcement Actions ,
Fixing America’s Surface Transportation Act (FAST Act) ,
New Guidance ,
New Rules ,
Proposed Amendments ,
Proxy Voting ,
Public Comment ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Testing-the-Waters Communications
In June of this year, the SEC issued a concept release that reviews the framework for exempt offerings, including several exemptions from registration under the Securities Act of 1933 that facilitate capital raising. The...more
11/1/2019
/ American Bar Association (ABA) ,
Capital Formation ,
Harmonization Rules ,
New Rules ,
Private Offerings ,
Proposed Rules ,
Retail Investors ,
Rulemaking Process ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On September 26, 2019, the SEC voted to adopt a new rule that extends a “test-the-waters” accommodation—currently a tool available only to emerging growth companies (EGCs)—to all issuers. The rule will become effective 60...more
10/2/2019
/ Accredited Investors ,
Emerging Growth Companies ,
Institutional Investors ,
Investors ,
New Rules ,
Public Offerings ,
Qualified Institutional Buyers ,
Rule 163B ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Testing-the-Waters Communications
As some clients are continuing to finalize their 10-Qs, we are answering a frequently asked question about the new Exhibit 104 requirement in Form 10-Qs for large accelerated filers in light of recent questions on this...more
Note: We updated this post (originally posted last week) to add a new frequently asked question about expanded hyperlinking.
The questions and answers below address certain interpretive issues on the SEC’s new hyperlink...more
Nearly a year and a half after proposing them, the SEC recently adopted amendments to disclosure requirements for reporting companies, as mandated by the 2015 Fixing America’s Surface Transportation Act (the FAST Act). These...more
4/3/2019
/ Beneficial Owner ,
Confidential Information ,
Disclosure Requirements ,
EDGAR ,
Emerging Growth Companies ,
Final Rules ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-K ,
Hyperlink ,
New Rules ,
Personally Identifiable Information ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
We previously blogged about the recent SEC disclosure simplification rules. As the rules have now been published in the Federal Register and are set to go effective on November 5, 2018, set forth below are some FAQs on the...more
10/24/2018
/ Disclosure Requirements ,
FASB ,
Filing Requirements ,
Financial Reporting ,
Form 10-Q ,
GAAP ,
New Rules ,
Registration Statement ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Websites
We have previously blogged about recent SEC rule changes to the definition of “smaller reporting company” (SRC) and XBRL. Our readers should know that a byproduct of these new rules include certain tweaks to the cover pages...more
The SEC recently adopted Inline eXtensible Business Reporting Language (XBRL) rules for operating companies and funds, which are intended to improve the quality and accessibility of XBRL data... our readers that prepare Form...more
On June 28, the SEC adopted regulations that could reduce the reporting burden on middle market public companies. In summary, the SEC adopted amendments to the smaller reporting company (SRC) definition to increase the...more
I recently presented to the Corporate & Securities Law Committee of the Association of Corporate Counsel (ACC) on the topic entitled “Behind the SEC Curtain: Practical Tips for Interacting with the SEC Staff.”
The...more
4/23/2018
/ Disclosure ,
EDGAR ,
Filing Requirements ,
Financial Statements ,
Form 10-K ,
Investigations ,
New Rules ,
Proposed Rules ,
Proxy Statements ,
Registration Statement ,
Regulation S-K ,
Screening Procedures ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC)