Category: 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...

What Counts as a “Perk” During the COVID-19 Pandemic?

Compensation Committees / Exchange Act Reporting and Disclosure Effectiveness / Executive Compensation and Disclosure / Other categories / Proxy Statements and Annual Meetings / SEC Rulemaking

22 Sep, 2020

What Counts as a “Perk” During the COVID-19 Pandemic?

Companies have offered benefits to employees, including executive officers, to enable them to continue their work and otherwise to make their lives easier during the COVID-19 pandemic. Now the SEC has released additional guidance as to when these benefits constitute perquisites or personal benefits that should be included in executive compensation for proxy disclosure purposes. See Question 219.05 of the SEC’s Compliance and Disclosure Interpretations. ...

SEC Updates Requirements for Business, Legal Proceedings and Risk Factor Disclosures

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

7 Sep, 2020

SEC Updates Requirements for Business, Legal Proceedings and Risk Factor Disclosures

The Securities and Exchange Commission (the “SEC”) has adopted amendments to Regulation S-K to update the description of business (Item 101), legal proceedings (Item 103), and risk factors (Item 105) that public companies are required to provide in certain registration statements and reports. These disclosure requirements have not undergone significant revisions in over 30 years. In related remarks, SEC Chair Jay Clayton emphasized the modernizing...

SEC Supplements COVID-19 Disclosure Guidance Ahead of Second Quarter Reports

Exchange Act Reporting and Disclosure Effectiveness / Other categories / SEC Rulemaking

13 Jul, 2020

SEC Supplements COVID-19 Disclosure Guidance Ahead of Second Quarter Reports

The Securities and Exchange Commission continues to encourage public companies to provide disclosures that allow investors to evaluate the current and expected impact of COVID-19 through the eyes of management and to proactively revise and update disclosures as facts and circumstances change. Ahead of public company reports of their second quarter results, the SEC’s Division of Corporation Finance has released a supplement to CF Disclosure...

SEC Adopts Amendments to Improve Financial Disclosures About Acquisitions and Dispositions of Businesses

Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking

11 Jun, 2020

SEC Adopts Amendments to Improve Financial Disclosures About Acquisitions and Dispositions of Businesses

On May 21, 2020, the Securities and Exchange Commission announced rule and form amendments that will affect registrants’ financial disclosures relating to business acquisitions and dispositions. The amendments are intended to streamline the required disclosures, make more meaningful information available to investors and facilitate access to capital. These amendments mark the culmination of a year-long effort by the SEC that began with proposed rules changes...

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 Clarifies the Compliance Deadline for New Mining Disclosure Rules

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

29 Apr, 2020

SEC Clarifies the Compliance Deadline for New Mining Disclosure Rules

On April 29, 2020, the SEC issued new Compliance & Disclosure Interpretations (the “New C&DIs”) that clarified the compliance deadline for many mining companies that file with the SEC on non-MJDS forms such as Form 10-K or Form 20-F to comply with the SEC’s new mining disclosure rules in Subpart 1300 of Regulation S-K. The New C&DIs follow closely on the heels of the National...

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...

SEC Extends Filing Relief for Companies Affected by COVID-19

Exchange Act Reporting and Disclosure Effectiveness / Other categories / Proxy Statements and Annual Meetings / SEC Rulemaking / Securities Act Compliance

25 Mar, 2020

SEC Extends Filing Relief for Companies Affected by COVID-19

The Securities and Exchange Commission has extended an earlier order, so that subject to certain conditions that we reported on here, public companies may have an additional 45 days from the original due date to file their Exchange Act reports that are otherwise due between March 1 and July 1, 2020. Companies relying on this relief, in compliance with the conditions imposed by the order,...

SEC Staff Offers Relief From Manual Signature Requirements Amid Coronavirus Concerns

Corporate Governance Committees, Policies and Practices / Exchange Act Reporting and Disclosure Effectiveness / Other categories / SEC Rulemaking

24 Mar, 2020

SEC Staff Offers Relief From Manual Signature Requirements Amid Coronavirus Concerns

As more annual meetings may be held virtually this year, and many board meetings are being held telephonically due to social distancing or travel restrictions caused by COVID-19, working remotely has created a number of logistical challenges for companies, including the gathering of manually executed signature pages for electronic filings with the SEC. The Staff of the SEC has now provided guidance to help address...

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