Category: Securities Act Compliance

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

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 Releases FAQs Relating to Use of Form S-3 Registration Statement in Light of COVID-19 Order

SEC Releases FAQs Relating to Use of Form S-3 Registration Statement in Light of COVID-19 Order

On May 4, 2020, the SEC issued three FAQs relating to the unique circumstances arising from COVID-19 and the use of Form S-3 registration statement.  The SEC’s Division of Corporation Finance is not including them within their Compliance and Disclosure Interpretations since these responses relate to unique circumstances arising from COVID-19.  The staff may supplement or amend these responses. The FAQs should provide clarity to...

SEC Clarifies the Compliance Deadline for New Mining Disclosure Rules

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...

Some Thoughts on Preparing Forward-Looking Statements During the COVID-19 Pandemic

Some Thoughts on Preparing Forward-Looking Statements During the COVID-19 Pandemic

In light of the COVID-19 pandemic, SEC Chair Clayton and Director William Hinman have issued a joint statement urging public companies to provide as much information as is practicable regarding their current financial and operating status, as well as their future operational and financial planning, in upcoming earnings releases and analyst and investor calls. The joint statement is summarized here.  In the joint statement, companies...

SEC Extends Filing Relief for Companies Affected by COVID-19

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 Issues Guidance on COVID-19 Disclosures and Other Matters

SEC Issues Guidance on COVID-19 Disclosures and Other Matters

On March 25, the SEC issued CF Disclosure Guidance Topic No. 9 that provides the Division of Corporation Finance’s current views regarding disclosure and other securities law obligations that companies should consider with respect to COVID-19 and related business and market disruptions. In the guidance, the SEC recognizes that it may be difficult to assess or predict with precision the broad effects of COVID-19 on...

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

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

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

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 Reminds Companies of Disclosure Obligations Relating to Coronavirus

SEC Reminds Companies of Disclosure Obligations Relating to Coronavirus

In connection with the order issued by the Securities and Exchange Commission yesterday providing filing relief for companies that are affected by the coronavirus, the Commission reminded all companies to be vigilant regarding their disclosure obligations related to the evolving coronavirus scenario. A company’s assessment of, and plans for addressing, material risks to its business and operations resulting from the coronavirus can be material to...