Tagged: rulemaking

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 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 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 Proposes to Automate Filing Fee Calculations

SEC Rulemaking / Securities Act Compliance

29 Oct, 2019

SEC Proposes to Automate Filing Fee Calculations

The SEC has proposed rule amendments to automate filing fee calculations and payment processing.  If the rules are adopted, filing fees would be paid via Automated Clearing House (ACH) and would no longer be payable via checks and money order.  Each fee table and the accompanying notes would include all information required for the fee calculation tagged in inline XBRL.  Currently, information required for the...

SEC Adopts New Rule to Allow All Issuers to “Test-the-Waters”

SEC Rulemaking / Securities Act Compliance

27 Sep, 2019

SEC Adopts New Rule to Allow All Issuers to “Test-the-Waters”

In connection with its efforts to modernize the regulatory framework, the SEC announced a new rule that provides all issuers with the flexibility provided by the JOBS Act to use “test-the-waters” communications with institutional investors about potential IPOs and other registered offering to better gauge market interest.  Previously, test-the-waters communications were only available to emerging growth companies. Securities Act Rule 163B will permit any issuer...

SEC Clarifies Effective Date for Disclosure Simplification Rules

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

26 Sep, 2018

SEC Clarifies Effective Date for Disclosure Simplification Rules

In August, the SEC adopted amendments updating and simplifying disclosure rules. See our prior summary here. Notable amendments included: the extension of a previously annual requirement to interim periods, to present a statement of changes in shareholders’ equity and to disclose the amount of dividends per share for each class of shares (vs common shares only) (either in a separate statement or a footnote)(revised Rules...

SEC Approves Series of Final and Proposed Rules in Line with Stated Priorities

Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking

29 Jun, 2018

SEC Approves Series of Final and Proposed Rules in Line with Stated Priorities

The SEC held a very busy open meeting yesterday, voting on the following final and proposed rules: Adoption of amendments to modernize the definition of “smaller reporting company,” which was established in 2008.  See our previous discussion of the amendments.   Adoption of amendments to require the use of the Inline XBRL format in certain filings, which were proposed in 2017 and have been under...

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This blog, published by the attorneys of Dorsey & Whitney LLP’s Corporate Governance & Compliance Practice Group, tracks the latest developments, trends and best practices in compliance, corporate governance, and disclosure.

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Cam helps clients with corporate matters including governance and...

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Jason assists clients in raising funds through capital mar...

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