Author: Jason Brenkert

Jason assists clients in raising funds through capital markets transactions, mergers and acquisitions and providing advice on corporate governance, general corporate law and public company disclosure obligations.

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SEC Updates Accredited Investor and Qualified Institutional Investor Definitions

SEC Rulemaking

23 Sep, 2020

SEC Updates Accredited Investor and Qualified Institutional Investor Definitions

On August 26, 2020, the Securities and Exchange Commission (the “Commission”) adopted amendments to update the definition of “accredited investor” in the Commission’s rules governing certain kinds of private securities offerings, including securities offerings to natural persons and entities conducted pursuant to Rules 506(b) and 506(c) of Regulation D under the United States Securities Act of 1933, as amended (the “Securities Act”), and the definition...

SEC Adopts Temporary Amendments to Regulation Crowdfunding to Provide Relief to Smaller Companies Affected by COVID-19

SEC Rulemaking

14 May, 2020

SEC Adopts Temporary Amendments to Regulation Crowdfunding to Provide Relief to Smaller Companies Affected by COVID-19

On May 4, 2020, the SEC announced final rules that provide temporary, conditional relief from certain requirements of Regulation Crowdfunding, relating to the timing of the offering and the availability of financial statements in issuers’ offering materials. This relief was effective immediately and is available to certain issuers that meet the eligibility criteria described below. The SEC adopted the temporary rules in response to feedback...

SEC Chairman Issues Public Statement Encouraging Public Companies to Make Prompt COVID-19 Disclosure; No Action on Certain Proposed Rule Making until May 1

Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking

8 Apr, 2020

SEC Chairman Issues Public Statement Encouraging Public Companies to Make Prompt COVID-19 Disclosure; No Action on Certain Proposed Rule Making until May 1

On April 2, 2020, SEC Chairman John Clayton, issued a public statement amid the ongoing COVID-19 pandemic. In the statement, Chairman Clayton stated that the Commission and its staff remain focused on protecting the interests of Main Street investors who are “the lens through which” the Commission evaluates if it is effectively advancing its mission and noting that the Commission “continue[s] to allocate [its] resources...

New SEC Proposed Amendments Seek to Improve and Harmonize Private Offering Exemptions

SEC Rulemaking / Securities Act Compliance

17 Mar, 2020

New SEC Proposed Amendments Seek to Improve and Harmonize Private Offering Exemptions

On March 4, 2020, the Securities and Exchange Commission (the “Commission”) proposed amendments to the private offering exemptive framework under the Securities Act of 1933, as amended (the “Securities Act”) to “simplify, harmonize, and improve certain aspects of the framework” with the goal of promoting capital formation while maintaining investor protections. The current private offering framework is a set of exemptions and safe harbors which...

SEC Amends Definition of Accelerated and Large Accelerated Filer

Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking / Securities Act Compliance

17 Mar, 2020

SEC Amends Definition of Accelerated and Large Accelerated Filer

On March 12, 2020, the Securities and Exchange Commission (the “Commission”) adopted amendments to the “accelerated filer” and “large accelerated filer” definitions in the Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The amendments would exclude from the definition of “accelerated filer” and “large accelerated filer” issuers that are eligible to be smaller reporting companies and that have less...

SEC Seeks to Encourage Registered Debt Offerings by Amending Financial Statement Requirements

Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking / Securities Act Compliance

5 Mar, 2020

SEC Seeks to Encourage Registered Debt Offerings by Amending Financial Statement Requirements

On March 2, the Securities and Exchange Commission adopted amendments to the financial disclosure requirements applicable to registered debt offerings that include credit enhancements, such as subsidiary guarantees. The final amendments amend Rule 3-10 of Regulation S-X and partially relocate its provisions to new Rule 13-01 and completely relocate Rule 3-16 into new Rule 13-02 (Rule 3-16 will continue to exist during the transition period)....

SEC Proposes Resource Extraction Payments Disclosure Rules

Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking

8 Jan, 2020

SEC Proposes Resource Extraction Payments Disclosure Rules

At the Securities and Exchange Commission’s (the “Commission”) open meeting on December 18, 2019, the Commissioners proposed rules to require resource extraction issuers to file an annual Form SD that includes information about payments related to the commercial development of oil, natural gas, or minerals that are made to a foreign government or to the U.S. federal government. The proposed rules implement Section 13(q) of...

SEC Proposes Expansion of the Definitions of “Accredited Investor” and “Qualified Institutional Buyer”

SEC Rulemaking / Securities Act Compliance

8 Jan, 2020

SEC Proposes Expansion of the Definitions of “Accredited Investor” and “Qualified Institutional Buyer”

At the Securities and Exchange Commission’s (the “Commission”) open meeting on December 18, 2019, the Commissioners approved proposed amendments to the definition of “accredited investor” under Regulation D under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and the definition of a “qualified institutional buyer” in Rule 144A under the U.S. Securities Act. Commissioners Robert Jackson and Allison Lee both...

SEC Adopts Proposed Rules for Procedural Requirements and Resubmission Thresholds for Shareholder Proposals and Exemptions from Proxy Rules for Proxy Voting Advisors

Exchange Act Reporting and Disclosure Effectiveness / Investor Relations and Communications / Proxy Statements and Annual Meetings / SEC Rulemaking / Securities Act Compliance

6 Nov, 2019

SEC Adopts Proposed Rules for Procedural Requirements and Resubmission Thresholds for Shareholder Proposals and Exemptions from Proxy Rules for Proxy Voting Advisors

At the SEC’s open meeting yesterday (November 5, 2019), the Commissioners approved two new proposed rules in their ongoing efforts to modernize proxy solicitation and shareholder proxy access, as follows: (1) amendments to certain procedural requirements, including ownership requirements, documentation requirements, meetings to discuss proposals and limitations on the number of proposals submitted, and resubmission thresholds for shareholder proposals, and (2) amendments to proxy rules...

SEC to Discuss Proxy Adviser Regulation and Resubmission Thresholds for Shareholder Proposals at November 5, 2019 Open Meeting

Exchange Act Reporting and Disclosure Effectiveness / Investor Relations and Communications / Proxy Statements and Annual Meetings / SEC Rulemaking / Securities Act Compliance

31 Oct, 2019

SEC to Discuss Proxy Adviser Regulation and Resubmission Thresholds for Shareholder Proposals at November 5, 2019 Open Meeting

Yesterday the SEC announced the agenda for its upcoming open meeting to be held on Tuesday, November 5 at 10:00 a.m. EST. All SEC open meetings are webcast and a hyperlink to the webcast will be posted to www.sec.gov shortly before the start of a meeting. The SEC has indicated that the agenda, in part, will focus on “continued efforts to facilitate constructive shareholder engagement and...

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