From climate change disclosure rules to private company transparency measures, the year ahead promises to be a busy one for securities lawyers.
Just as we would tell an issuer sharing projections to accompany those with...more
On September 21, 2023, the U.S. Securities and Exchange Commission’s (the “SEC”) Investor Advisory Committee (“IAC”) met to consider certain matters included on the SEC’s rulemaking agenda for this fall, such as exempt...more
The Office of Information and Regulatory Affairs published the Spring 2023 Unified Agenda of Regulatory and Deregulatory Actions. This includes the SEC’s spring rulemaking agenda. Securities and Exchange Commission Chair...more
This article discusses the amendments adopted by the Securities and Exchange Commission (SEC) in 2020 that modernize the offering related provisions of the Securities Act of 1933, as amended (Securities Act), and the...more
6/29/2022
/ BDC ,
Business Development Companies ,
Close-Ended Funds ,
Economic Growth Regulatory Relief and Consumer Protection Act ,
Investment ,
Investment Funds ,
Offerings ,
Regulatory Agenda ,
Rulemaking Process ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Shelf Registration ,
Small Business Credit Availability Act (SBCAA) ,
WKSIs
Yesterday, the SEC’s spring regulatory flexibility agenda was published (see: Agency Rule List – Spring 2022). The agenda is very ambitious and includes a wide range of items. Based on the agenda, which is indicative as to...more
On May 5, 2022, Congressman McHenry, the senior Republican on the House Financial Services Committee, and Congressman Huizenga, the senior Republican on the Investor Protection, Entrepreneurship, and Capital Markets...more
In various public statements of late, representatives of the Securities and Exchange Commission have noted concern regarding the growth of the private markets. The statements have pointed to the fact that fundraising in the...more
5/2/2022
/ Capital Raising ,
Crowdfunding ,
Financial Markets ,
Investment ,
Private Placements ,
Privately Held Corporations ,
Registration Requirement ,
Regulatory Agenda ,
Rule 144 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
INTRODUCTION -
This Annual Review (“Review”) was prepared by the Subcommittee on Annual Review of the Committee on Federal Regulation of Securities of the ABA Business Law Section. The Review covers significant...more
8/31/2021
/ Closed-End Funds ,
Corporate Governance ,
Disclosure Requirements ,
Financial Markets ,
Financial Statements ,
Income Test ,
MD&A Statements ,
Private Funds ,
Pro Forma Financial Information ,
Publicly-Traded Companies ,
Regulation S-X ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Terms and Conditions
At a recent conference, Securities and Exchange Commission Chair Gary Gensler gave wide-ranging remarks addressing market structure issues, LIBOR and other rates, and the Commission’s regulatory agenda....more
Last week, the Office of Information and Regulatory Affairs released the Spring 2021 Unified Agenda of Regulatory and Deregulatory Actions, which includes the Securities and Exchange Commission’s rulemaking agenda....more
6/14/2021
/ 10b5-1 Plans ,
Beneficial Owner ,
Disclosure Requirements ,
Dodd-Frank ,
Environmental Social & Governance (ESG) ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs) ,
Stock Repurchases ,
Swaps
Yesterday, November 23, 2020, the Staff of the Securities and Exchange Commission Division of Corporation Finance issued CF Disclosure Guidance Topic No. 10. The guidance addresses disclosure considerations for companies...more
11/24/2020
/ China ,
Corporate Issuers ,
Disclosure Requirements ,
Emerging Markets ,
New Guidance ,
Publicly-Traded Companies ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Rights ,
Variable Interest Entities
Speaking in connection with the Practising Law Institute’s (PLI) Directors’ Institute on Corporate Governance, Securities and Exchange Commission Division of Corporation Finance Director, William Hinman, shared his views on a...more
The Securities and Exchange Commission continues to move forward with its rulemaking agenda. Yesterday, the SEC announced that it voted to adopt amendments to the MD&A disclosure requirements. These had been proposed at the...more
11/20/2020
/ Corporate Governance ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
MD&A Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Speaking at a recent PLI Investment Management Institute session, Securities and Exchange Commission Division of Investment Management Director Nadia Blass provided a number of insights regarding future rulemaking. Among...more
Yesterday, the Securities and Exchange Commission adopted amendments to the proxy rules. ...more
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 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
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
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 Securities and Exchange Commission released the report from the August 2019 Government-Business Forum on Small Business Capital Formation. The Annual Forum provides an opportunity for market participants to meet and...more
12/9/2019
/ Accredited Investors ,
Capital Formation ,
Crowdfunding ,
Emerging Growth Companies ,
Financial Industry Regulatory Authority (FINRA) ,
Investment Company Act of 1940 ,
Investment Opportunities ,
Market Participants ,
Natural Person Requirement ,
Offerings ,
Qualification Standards ,
Regulatory Agenda ,
Regulatory Oversight ,
Regulatory Standards ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Small Business ,
Smaller Reporting Companies ,
Sophisticated User Doctrine ,
Startups ,
Threshold Requirements ,
Tier 2 Offerings ,
Transfer Agents