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Category Archives: SEC News

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SEC Requests Comments on Regulation S-K Relating to Disclosures on Management, Certain Security Holders and Corporate Governance Matters

Posted in Disclosure Requirements, SEC News

On August 25, 2016, the SEC issued a release requesting comments on certain disclosure requirements under Regulation S-K relating to disclosures on management, certain security holders and corporate governance matters contained in Subpart 400.  This request is part of an initiative by the SEC’s Division of Corporation Finance to review the disclosure requirements under Regulation… Continue Reading

Practice Pointers on Non-GAAP Financial Measures

Posted in C&DI, Disclosure Requirements, SEC News

The use of non-GAAP financial measures by public companies continues to be an area of growing concern and focus of the Securities and Exchange Commission (“SEC”). On June 27, 2016, SEC Chair Mary Jo White, speaking at the International Corporate Governance Network’s Annual Conference in San Francisco, lamented that “[i]n too many cases, the non-GAAP… Continue Reading

SEC Revises C&DI on Selling Securityholder Disclosure

Posted in C&DI, Disclosure Requirements, SEC News

On July 26, 2016, the SEC revised Question 140.02 of its Compliance and Disclosure Interpretations (“C&DIs”) on Regulation S-K, pertaining to selling securityholder disclosure.  Revised Question 140.02 states that a registrant must disclose for any selling securityholder that is not a natural person, in addition to any material relationships between the registrant and such selling… Continue Reading

SEC Advisory Committee on Small and Emerging Companies Meets

Posted in Accredited Investor Standard, Advisory Committee on Small and Emerging Companies, Regulation A+, SEC News

On July 19, 2016, the Advisory Committee on Small and Emerging Companies met to discuss the “accredited investor” definition, the Regulation A market, and the Commission’s recent proposal regarding the definition of “small reporting companies.”  In introductory remarks, Chair White shared that the Commission has received 40 comment letters regarding the Commission’s study on the… Continue Reading

SEC Approves NASDAQ’s Proposed Rule on Golden Leash Arrangements

Posted in SEC News

On July 1, 2016, the SEC approved NASDAQ’s proposed Rule 5250(b)(3), as amended by Amendment No. 2 filed on June 30, 2016 (the “Final Rule”), requiring NASDAQ-listed companies to publicly disclose third-party compensation arrangements for board members and board nominees, which are commonly referred to as “golden leash” arrangements.  The Final Rule requires each NASDAQ-listed… Continue Reading

Congressmen Question IPO Fees

Posted in IPO On-Ramp, SEC News

Congressman Himes (CT) and eight other members of Congress wrote to FINRA and to the Securities and Exchange Commission questioning the typical 7% gross spread in U.S. IPOs.  The letter appears to have been prompted by a somewhat dated journal article that discusses fees in European IPOs.  A link to the text of the letter… Continue Reading

Agenda Announced for the July 19 SEC Advisory Committee Meeting

Posted in Accredited Investor Standard, Advisory Committee on Small and Emerging Companies, Regulation A+, SEC News

The agenda for the July 19 meeting of the SEC Advisory Committee on Small and Emerging Companies was recently announced.  During the meeting, the Committee will consider the “Accredited Investor” definition recommendation as discussed during the May 18 meeting.  There will also be an update and review of the first year of Regulation A+. The… Continue Reading

Disclosure Effectiveness Initiative Continues to Move Forward

Posted in Disclosure Requirements, SEC News

Today, the Commission proposed for comment amendments that are intended to eliminate redundant, overlapping, outdated or superseded disclosure requirements.  The amendments, if adopted, would apply to SEC reporting companies, including foreign private issuers, as well as other entities regulated by the Commission, such as investment companies and broker-dealers.  The comment period will remain open for… Continue Reading

Investor Advocate Priorities

Posted in Disclosure Requirements, SEC News

Recently, the SEC’s Investor Advocate released a report regarding the Office’s areas of focus for fiscal year 2017.  The report notes that the Office of the Investor Advocate intends to monitor developments related to the SEC’s Disclosure Effectiveness Initiative, as well as scaled disclosure initiatives.  The report comments favorably on the SEC’s focus on the… Continue Reading

SEC Announces New Investor Advisory Committee Members

Posted in SEC News

The SEC announced the appointment of three new members to the Investor Advisory Committee (see: https://www.sec.gov/news/pressrelease/2016-137.html).  The Committee will hold its next meeting, which is open to the public, on July 14th.   The agenda for the upcoming meeting includes a discussion of sustainability reporting, which we have previously blogged about.

SEC to Address Board Diversity

Posted in Diversity, SEC News

In a recent speech, SEC Chair Mary Jo White addressed board diversity.  Chair White cited some important statistics in her remarks.  She noted that minority directors on boards of the top 200 companies on the S&P 500 have stagnated at 15% for the last several years, and the percentage of these companies with at least… Continue Reading

SEC Issues C&DIs for Securities Act Rule 701

Posted in C&DI, Disclosure Requirements, SEC News

On June 23, 2016, the SEC Division of Corporation Finance (the “Division”) issued new Compliance and Disclosure Interpretations (“C&DIs”) for Securities Act Rule 701.  The new C&DIs address the exemption for offers and sales of securities pursuant to certain compensatory benefit plans and contracts relating to compensation.  Highlights of the C&DIs include the following: An… Continue Reading

SEC Proposes to Amend Smaller Reporting Company Definition

Posted in Capital Formation, Disclosure Requirements, EGCs, SEC News

In the years following the JOBS Act, which created the term “emerging growth company” and made available certain disclosure and other accommodations to companies that qualified as EGCs, there has been renewed focus on scaled disclosure.  Today, the Securities and Exchange Commission has proposed amendments to the definition of “smaller reporting company” as used in… Continue Reading

SEC Increases Net Worth Threshold for “Qualified Clients” under Rule 205-3 of the Advisers Act

Posted in Dodd-Frank News, SEC News

On June 14, 2016, the SEC issued an order (the “Order”) to increase the net worth threshold for “qualified clients” under Rule 205-3 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), from $2 million to $2.1 million.  Rule 205-3 currently allows an investment adviser to charge a client (a “qualified client”)… Continue Reading

Practice Pointers on Navigating the Securities Act’s Prohibition on General Solicitation and General Advertising

Posted in C&DI, Communications, General Solicitation, JOBS Act News, SEC News

The SEC has not explicitly defined the terms “general solicitation” or “general advertising” in Regulation D under the Securities Act of 1933.  However, Rule 502(c) of Regulation D lists several examples of general solicitation and general advertising, including (1) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or… Continue Reading

D.C. Circuit Court of Appeals Upholds Regulation A+

Posted in Accredited Investor Standard, Regulation A+, SEC News

On June 14, 2016, the D.C. Circuit Court of Appeals in Lindeen v. SEC upheld Regulation A+, including the SEC’s definition of “qualified purchaser.”  The decision comes after petitioners William F. Gavin and Monica J. Lindeen, the chief securities regulators for Massachusetts and Montana, respectively, petitioned the court to vacate the SEC’s promulgation of Regulation… Continue Reading

SEC Issues Interim Final Rule Required by the FAST Act Regarding Form 10-K Summary Page

Posted in FAST Act, SEC News

On June 1, 2016, the SEC issued an interim final rule to implement Section 72001 of the Fixing America’s Surface Transportation (FAST) Act, which requires the SEC to issue regulations to permit issuers to submit a summary page on Form 10–K, but only if each item on such summary page includes a cross-reference (by electronic… Continue Reading

SEC Completes JOBS Act Rulemaking with Amendments to Exchange Act Registration Rules

Posted in Accredited Investor Standard, Exchange Act Registration Thresholds, FAST Act, JOBS Act News, SEC News

The SEC recently adopted rules implementing Title V and Title VI of the Jumpstart Our Business Startups Act (the “JOBS Act”) and Title LXXXV of the Fixing America’s Surface Transportation Act (the “FAST Act”). Title V and Title VI of the JOBS Act, in relevant part, amended Sections 12(g) and 15(d) of the Securities Exchange… Continue Reading

SEC Issues C&DIs and Small Entity Compliance Guides for Crowdfunding

Posted in C&DI, Crowdfunding, Disclosure Requirements, SEC News

On May 13, 2016, the SEC issued new Compliance and Disclosure Interpretations (“C&DIs”) on Rules 100 (Crowdfunding Exemption and Requirements), 201 (Disclosure Requirements), 204 (Advertising) and 205 (Promoter Compensation) of Regulation Crowdfunding.  Highlights of the C&DIs include the following: Information not constituting an offer of securities may be disseminated by an issuer prior to the… Continue Reading

What is the RAISE Act and How Useful will it be to Sellers of Private Company Shares?

Posted in IPO On-Ramp, JOBS Act News, SEC News

With the enactment of the Jumpstart Our Business Startups (JOBS) Act of 2012, private companies have the ability to defer an IPO and SEC reporting, and remain private longer than at any time in the past.  One result, however, is that shareholders and employees of these companies now face a much longer wait time for… Continue Reading

SEC Issues New C&DIs on the Use of Non-GAAP Financial Measures

Posted in Accounting Standards Transition, C&DI, Disclosure Requirements, SEC News

On May 17, 2016, the staff of the SEC Division of Corporation Finance (the “Staff”) issued 12 new Compliance & Disclosure Interpretations (“C&DIs”) on the use of non-GAAP financial measures, which has recently been an area of concern for the SEC.  The C&DIs cover a variety of topics, including compliance with Rule 100(b) of Regulation… Continue Reading

SEC’s Continued Concern with the Use of Non-GAAP Financial Measures

Posted in Accounting Standards Transition, Disclosure Requirements, SEC News

On May 5, 2016, SEC Deputy Chief Accountant Wesley Bricker and the SEC Division of Corporation Finance’s Chief Accountant Mark Kronforst spoke at the 2016 Baruch College Financial Reporting Conference. Deputy Chief Accountant Bricker identified several specific concerns with non-GAAP reporting practices.  First, the use of individually tailored accounting principles to calculate non-GAAP earnings fails to… Continue Reading