We recently noted a shareholder proponent had been making aggressive use of Notices of Exempt Solicitation on EDGAR.
...more
In 2010, the SEC issued a concept release seeking public comment on whether the U.S. proxy system as a whole operates with the accuracy, reliability, transparency, accountability, and integrity that shareholders and companies...more
Previously, the Bats BZX Exchange, Inc. filed a proposed rule change with the Commission, seeking to list and trade shares of the Winklevoss Bitcoin Trust. The SEC Division of Trading and Markets disapproved the proposed rule...more
Rule 701 under the Securities Act of 1933 provides an exemption from registration for securities issued by non-reporting companies pursuant to compensatory arrangements. ...more
The United States House of Representatives passed the bipartisan JOBS and Investor Confidence Act of 2018, which is often referred to as JOBS Act 3.0. ...more
7/18/2018
/ 10b5-1 Plans ,
Corporate Issuers ,
Emerging Growth Companies ,
Financial Markets ,
Financial Regulatory Reform ,
Financial Reporting ,
Investment ,
Investment Adviser ,
Legislative Agendas ,
Proposed Legislation ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Trading Plans ,
Transparency Directive
The SEC charged a hedge fund sponsor that manages private funds and separately managed accounts focused on global distressed, special situations, and opportunistic investing with failure to timely file a Schedule 13D. The...more
The SEC has targeted disclosure of executive perquisites in another settled enforcement action. According to the SEC, the issuer did not follow the Commission’s standard regarding disclosure of perquisites, which provides...more
The SEC entered into an agreed settlement with a private equity group for receiving accelerated fees without the consent of all necessary parties prior to the commitment of capital....more
As we noted here, the SEC has issued final rules regarding the mandatory use of Inline XBRL and revising the definition of smaller reporting companies, or SRCs....more
The SEC has long recognized that smaller issuers should be subject to somewhat less stringent disclosure standards than larger companies. The SEC has referred to this as “scaled disclosure” and has embodied the idea in a...more
In Lucia v. Securities and Exchange Commission, the SEC brought an administrative action before one of its administrative law judges, or ALJ’s, against Raymond Lucia for allegedly using misleading slide presentations to...more
6/25/2018
/ Administrative Law Judge (ALJ) ,
Administrative Proceedings ,
Appeals ,
Appointments Clause ,
Constitutional Challenges ,
Corporate Counsel ,
Enforcement Actions ,
Final Written Decisions ,
Lucia v SEC ,
Officers of the United States ,
Remand ,
Reversal ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Special Trial Judges (STJs)
Many public companies became subject to the new revenue recognition rules when they filed their first quarter Form 10-Qs in 2018. It appears the SEC may not have wasted any time in beginning to issue comments....more
William Hinman, Director, SEC Division of Corporation Finance, gave his personal views on when tokens and coins, which he referred to as digital assets, are securities and when they are not....more
SEC Commissioner Robert J. Jackson Jr. recently gave his views on stock buybacks. Much of the speech focused on Rule 10b-18 which is used by public companies when conducting stock buybacks. ...more
The SEC announced settlements with 13 registered private fund investment advisers who repeatedly failed to provide required information that the agency uses to monitor risk. ...more
6/4/2018
/ Annual Reports ,
Enforcement Actions ,
Failure-to-File ,
Form PF ,
Investment Advisers Act of 1940 ,
Private Funds ,
Regulatory Oversight ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Settlement
The Economic Growth, Regulatory Relief, and Consumer Protection Act (S. 2155), which is primarily aimed at easing regulations on community banks, also contains provisions designed to facilitate capital formation. President...more
5/25/2018
/ Blue Sky Laws ,
Capital Formation ,
Dodd-Frank ,
Economic Growth Regulatory Relief and Consumer Protection Act ,
Financial Regulatory Reform ,
Initial Public Offering (IPO) ,
New Legislation ,
Preemption ,
Publicly-Traded Companies ,
Regulation A ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
The SEC has issued a series of frequently asked questions, which in SEC speak are referred to as Compliance and Disclosures Interpretations (or C&DIs for short), on proxy statements and proxy solicitations. ...more
The SEC’s recent proposed guidance for investment advisers has implications for private equity sponsors. Perhaps the most important part of the guidance for private equity sponsors is that related to the duty of loyalty...more
In perhaps the SEC’s first major shot across the bow, Yahoo (now known as Altaba) has agreed to pay the SEC $35 million for failure to disclose a massive security breach to its investors. I’m guessing Equifax, Facebook and a...more
The SEC has proposed two rules and an interpretation to address retail investor confusion about the relationships that they have with investment professionals and the harm that may result from that confusion....more
4/19/2018
/ Administrative Interpretation ,
Best Interest Standard ,
Broker-Dealer ,
Conflicts of Interest ,
Disclosure Requirements ,
Financial Services Industry ,
Investment Adviser ,
Investment Management ,
Investment Products ,
Proposed Rules ,
Retail Investors ,
Securities and Exchange Commission (SEC) ,
Standard of Conduct
The SEC previously noted in a Compliance and Disclosure Interpretation that financial measures included in forecasts provided to a financial advisor and used in connection with a business combination transaction are not...more
An advocacy group, Public Citizen, has requested the SEC to investigate irregularities and inconsistencies in pay ratios reported by public companies. According to the group’s press release...more
Subject to its limits, Rule 701 permits non-reporting companies to grant employees equity without registration under the Securities Act of 1933. ...more
3/19/2018
/ Civil Monetary Penalty ,
Credit Karma ,
Disclosure Requirements ,
Enforcement Actions ,
Financial Services Industry ,
FinTech ,
Regulatory Oversight ,
Regulatory Standards ,
Rule 701 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Stock Options
In February 2018 the SEC outlined its views with respect to cybersecurity disclosure requirements under the federal securities laws as they apply to public reporting companies. Set forth below is a checklist of items included...more
3/6/2018
/ Cyber Attacks ,
Cyber Crimes ,
Cybersecurity ,
Data Breach ,
Data Protection ,
Data Security ,
Disclosure Requirements ,
Financial Statements ,
Hackers ,
Insider Trading ,
Investment Adviser ,
MD&A Statements ,
New Guidance ,
Personally Identifiable Information ,
Popular ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Management ,
Securities and Exchange Commission (SEC)
Just as proxy season gets into full swing, the SEC has helpfully approved a modification to the NYSE’s rules regarding physical delivery of proxy material to the Exchange. ...more