The Staff of the Securities and Exchange Commission released additional guidance in the form of a Compliance & Disclosure Interpretation relating to an issuer that may be unable to file the Part III information for Form 10-K...more
The Staff of the Securities and Exchange Commission Division of Corporation Finance has issued guidance in the form of two new Compliance & Disclosure Interpretations for those issuers that may be unable to file periodic...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 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
On January 30, 2020, the US Securities and Exchange Commission (SEC) provided guidance (MD&A Guidance) regarding the disclosure of key performance indicators and metrics used in the Management’s Discussion and Analysis of...more
2/5/2020
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Form 10-K ,
Form 20-F ,
MD&A Statements ,
New Guidance ,
Omissions ,
Performance Standards ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC)
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
As discussed in earlier blog posts, as a result of various FAST Act mandated changes to Regulation S-K, which were adopted by the Securities and Exchange Commission and became effective in May 2019, a registrant may omit a...more
1/31/2020
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Filing Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-K ,
MD&A Statements ,
Omissions ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC)
Recently, the SEC’s Office of the Investor Advocate released its report on its fiscal 2019 activities. The report cites staffing challenges that have impaired the ability of the SEC’s Ombudsmen to respond to matters brought...more
12/30/2019
/ Annual Reports ,
Blockchain ,
Cryptocurrency ,
Disclosure Requirements ,
Economic Impact Analysis ,
Equity Markets ,
Initial Coin Offering (ICOs) ,
Investment Opportunities ,
Libor ,
Offerings ,
Publicly-Traded Companies ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Variable Annuities
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
In a recent publication, the Public Company Accounting Oversight Board (“PCAOB”) Staff shares some initial observations regarding Critical Audit Matters (“CAMs”) implementation....more
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
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
This past week, the House Financial Services Committee considered and passed a few bills that would, if passed by the House, result in changes to the securities laws. ...more
9/23/2019
/ Capital Formation ,
Capital Markets ,
Compensation & Benefits ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement Authority ,
Environmental Social & Governance (ESG) ,
Financial Regulatory Reform ,
Financial Services Committee ,
Form 8-K ,
Insider Trading ,
Investor Protection ,
Legislative Agendas ,
PCAOB ,
Proposed Legislation ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations ,
Wage and Hour ,
Whistleblower Protection Policies ,
Whistleblowers
This guide covers all related information that a securities practitioner needs when working with a Business Development Company (BDC). It provides an overview of the industry and covers applicable securities laws and...more
9/11/2019
/ Business Development ,
Business Development Companies ,
Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
Due Diligence ,
Initial Public Offering (IPO) ,
Investment Advisers Act of 1940 ,
Investment Management ,
Lock-Up Agreement ,
MD&A Statements ,
Nasdaq ,
Offerings ,
Prospectus ,
Publicly-Traded Companies ,
Securities Act ,
Securities Exchange Act ,
Securities Regulation ,
Securities Transactions ,
Stock Exchange ,
Underwriting Agreements
On September 5, 2019, the Investor Advisory Committee will hold an open meeting (telephonic) in order to consider and address recommendations regarding the proxy process. On September 19, the Committee will hold an in-person...more
At an open meeting today, the Securities and Exchange Commission issued guidance to assist investment advisers in fulfilling their proxy voting responsibilities in using the services of a proxy advisory firm, and provided...more
8/21/2019
/ Anti-Fraud Provisions ,
Corporate Governance ,
Disclosure Requirements ,
Interpretive Rule ,
Investment Adviser ,
Investment Company Act of 1940 ,
New Guidance ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
The Securities and Exchange Commission announced an open meeting for August 8th to consider whether to propose rule amendments to modernize the description of business, legal proceedings, and risk factor disclosures required...more
The SEC announced an upcoming roundtable (date and details to come) that will focus on the causes of short-termism, including the role of quarterly disclosures. At the end of 2018, the SEC had published a request for comment...more
On May 3, 2019, the US Securities and Exchange Commission (SEC) proposed revisions to financial statement disclosures with respect to business acquisitions and dispositions required by Regulation S-X’s Rule 3-05 (Financial...more
As part of the Disclosure Effectiveness initiative, the Securities and Exchange Commission proposed amendments to address the financial disclosure requirements in connection with acquisitions and dispositions. The SEC...more
The House Financial Services Committee recently passed H.R. 1815, which is the Securities and Exchange Commission Disclosure Effectiveness Testing Act. ...more
4/23/2019
/ Best Interest Standard ,
Disclosure Requirements ,
Financial Services Committee ,
Financial Services Industry ,
Investment ,
Legislative Agendas ,
Proposed Legislation ,
Regulatory Oversight ,
Regulatory Requirements ,
Retail Investors ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Testing Requirements
The Securities and Exchange Commission adopted additional amendments that are intended to simplify disclosure requirements for public companies, investment advisers and investment companies. ...more
3/22/2019
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Investment Adviser ,
Investment Companies ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC)
At a recent Practising Law Institute conference, William Hinman, Director of the Securities and Exchange Commission’s Division of Corporation Finance, commented on the application of the Commission’s principles-based...more