Tagged: disclosure simplification

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

Jason Brenkert

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 Seeks to Encourage Registered Debt Offerings by Amending Financial Statement Requirements

Jason Brenkert

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)....

Recent Dorsey eUpdate: Summary of SEC’s FAST Act Amendments and Additional Guidance on Confidential Treatment Requests

Cam C. Hoang

The SEC recently finalized amendments to its regulations to modernize and simplify disclosure requirements for public companies, investment advisors and investment companies, consistent with the Commission’s mandate under the Fixing America’s Surface Transportation (FAST) Act. The SEC subsequently released an additional announcement on the amendments to the confidential treatment request requirements. More information on the amendments relevant to public companies, including markups of the Form...

Did you catch these developments for the 2019 proxy statement and Form 10-K?

Cam C. Hoang

The 10-K and proxy season begins in a little over a month for companies with calendar fiscal year-ends.  The following governance and disclosure developments should be considered in the course of preparing these filings. For additional background, see our presentation and supplemental materials for Preparing for the 2019 SEC Reporting Season. Proxy Statement Impact of the government shutdown: During the government shut down, the SEC is...

Effective Date for Disclosure Simplification

Kimberley R. Anderson

On August 17th, the SEC adopted amendments updating and simplifying disclosure rules.  See our prior summaries here and here.  The rules have finally been posted today in the Federal Register, which makes them effective November 5, 2018.    Among the amendments is the extension of a previously annual requirement to interim periods, to present a statement of changes in shareholders’ equity and to disclose the...

SEC Clarifies Effective Date for Disclosure Simplification Rules

Cam C. Hoang

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...