The SEC has adopted amendments to Regulation S-K to revise the rules for MD&A and eliminate the requirement for selected financial data in SEC filings. According to the SEC, "The amendments are intended to enhance the focus...more
11/24/2020
/ Amended Rules ,
Annual Reports ,
Disclosure Requirements ,
Financial Statements ,
Foreign Private Issuers ,
Form 10-K ,
Form 20-F ,
MD&A Statements ,
Modernization ,
Registration Statement ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
On September 23, 2020, the SEC voted to adopt amendments to modernize its shareholder proposal rules under Rule 14a-8 of the Securities Exchange Act of 1934, which governs the process for a shareholder to have a proposal...more
To the extent you are working on executive compensation disclosure in a proxy statement or registration statement, the SEC just released this interpretation related to benefits provided to executives during the pandemic...more
The SEC adopted amendments to modernize its shareholder proposal rule, which governs the process for a shareholder to have its proposal included in a company’s proxy statement for consideration by all of the company’s...more
The SEC has adopted amendments to modernize certain disclosure requirements set forth in Regulation S-K. Specifically, the SEC updated the items governing a company’s description of environmental proceedings in which the...more
The Securities and Exchange Commission has adopted amendments to its current rules under the Securities Act of 1933 relating to the definitions of an "accredited investor" and a "qualified institutional buyer." The amendments...more
9/3/2020
/ Accredited Investors ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Regulatory Reform ,
Investment Adviser ,
New Rules ,
Private Funds ,
Qualified Institutional Buyers ,
Rule 144A ,
Rural Business Investment Companies (RBICs) ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The SEC has adopted amendments to modernize certain disclosure requirements set forth in Regulation S-K. Specifically, the SEC updated the items governing a company’s description of its business, legal proceedings and risk...more
8/31/2020
/ Amended Regulation ,
Annual Reports ,
Capital Markets ,
Disclosure Requirements ,
Financial Reporting ,
Financial Services Industry ,
MD&A Statements ,
Registration Statement ,
Regulation S-K ,
Risk Factors ,
Securities and Exchange Commission (SEC)
Effective October 1st, the SEC registration fee will decrease to $109.10...more
The SEC has proposed to amend Form 13F to update the reporting threshold for institutional investment managers from $100 million to $3.5 billion. The threshold has not been adjusted in over 40 years. Section 13(f) of the...more
On June 23, 2020, the SEC issued new guidance for companies’ disclosure considerations regarding operations, liquidity and capital resources in light of COVID-19. The guidance, which largely reiterates similar themes as the...more
The SEC staff has issued new guidance regarding companies’ disclosure considerations regarding operations, liquidity and capital resources in light of COVID-19. The guidance, which largely reiterates the same themes as the...more
In May 2020, the Securities and Exchange Commission approved amendments to the requirements for financial statements relating to acquisitions and dispositions of businesses, including real estate operations, in Regulation S-X...more
6/24/2020
/ Acquisitions ,
Amended Regulation ,
Audit Reports ,
Disclosure Requirements ,
Financial Statements ,
Form 8-K ,
GAAP ,
IASB ,
IFRS ,
Pro Forma Financial Information ,
Proxy Statements ,
Regulation S-X ,
Securities and Exchange Commission (SEC)
The Nasdaq Stock Market is temporarily providing an exception from shareholder approval requirements for certain common stock issuances, permitting companies to raise capital quickly to continue running their businesses. The...more
As described in our client alert, “Updates to SEC Guidance on Shareholder Meetings and Filing Deadlines; NYSE and Nasdaq Provide Temporary Suspension of Continued Listing Requirements,” in response to the COVID-19 pandemic,...more
Since we first reported on Securities and Exchange Commission COVID-19-related relief and guidance regarding shareholder meetings and filing deadlines, the SEC staff has further updated its relief and guidance for public...more
The Chair of the SEC and the Director of the SEC’s Division of Corporation Finance put out an unusual joint statement emphasizing the importance of disclosures about the potential impacts of COVID-19, particularly in light of...more
As a follow up to the SEC’s previous acknowledgement of processing challenges due to coronavirus issues in preparing Form IDs to obtain EDGAR codes, the SEC has adopted a temporary final rule that provides relief from the...more
The SEC has acknowledged that the COVID-19 public health crisis is presenting challenges for some entities and individuals applying for EDGAR codes. In particular, they are having difficulty meeting the notary requirement in...more
The Securities and Exchange Commission recently adopted amendments to the definitions of “accelerated filer” and “large accelerated filer” that will allow more public companies to qualify as non-accelerated filers, providing...more
Companies May Extend Disclosure Deadlines and Implement Changes to Annual Meetings; SEC Reminds Companies of Disclosure Obligations -
The Securities and Exchange Commission recently announced that it is providing...more
3/23/2020
/ Annual Meeting ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Filing Deadlines ,
Filing Requirements ,
Form 10-K ,
Form 20-F ,
Form 8-K ,
Relief Measures ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Shareholder Meetings ,
Shareholders ,
Virtual Meetings
In light of coronavirus concerns, the SEC issued some guidance and relief from filing conditions for companies thinking of switching to virtual shareholder meetings or delaying their meetings after their initial proxy...more
The SEC’s Division of Corporation Finance published additional guidance regarding disclosure obligations that companies should consider with respect to intellectual property and technology risks that may occur when they...more
The SEC’s EDGAR system will be closed on Tuesday, December 24, 2019, and Wednesday, December 25, 2019, due to the closure of the federal government on those two days. As a result, on December 24 and 25, 2019...more
The SEC today proposed amendments to the definition of “accredited investor,” one of the principal tests for who is eligible to participate in exempt private placements of securities. According to the SEC, the proposed...more
12/19/2019
/ Accredited Investors ,
Comment Period ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Company Act of 1940 ,
Limited Liability Company (LLC) ,
Private Placements ,
Professional Certifcates ,
Proposed Amendments ,
Public Comment ,
Qualified Institutional Buyers ,
Rule 144A ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
If a wire transfer of SEC filing fees does not contain the required information in the proper format, the acceptance of your filing could be delayed. It is critical that you provide to your sending bank or wire transfer...more