Tagged: SEC

SEC Issues Guidance on COVID-19 Disclosures and Other Matters

Jonathan B. Abram

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

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 Takes Targeted Action to Assist Funds and Advisers, Permits Virtual Board Meetings and Provides Conditional Relief from Certain Filing Procedures

Ellen Bickal

On March 13, 2020, the Securities and Exchange Commission (SEC), indicating that it is closely monitoring the impact of coronavirus on investors, funds and advisers, announced regulatory relief for funds and investment advisers whose operations may be affected by the coronavirus. The relief covers in-person board meetings and certain filing and delivery requirements for investment funds and investment advisers.  Recognizing that the impacts of the...

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)....

SEC Proposes Resource Extraction Payments Disclosure Rules

Jason Brenkert

At the Securities and Exchange Commission’s (the “Commission”) open meeting on December 18, 2019, the Commissioners proposed rules to require resource extraction issuers to file an annual Form SD that includes information about payments related to the commercial development of oil, natural gas, or minerals that are made to a foreign government or to the U.S. federal government. The proposed rules implement Section 13(q) of...

SEC Proposes Expansion of the Definitions of “Accredited Investor” and “Qualified Institutional Buyer”

Jason Brenkert

At the Securities and Exchange Commission’s (the “Commission”) open meeting on December 18, 2019, the Commissioners approved proposed amendments to the definition of “accredited investor” under Regulation D under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and the definition of a “qualified institutional buyer” in Rule 144A under the U.S. Securities Act. Commissioners Robert Jackson and Allison Lee both...

SEC Proposes to Automate Filing Fee Calculations

Cam C. Hoang

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”

Cam C. Hoang

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...

Observations and Recommendations on the SEC’s Recent Process Changes for Excluding Shareholder Proposals

Cam C. Hoang

Overview Earlier this month, the SEC’s Division of Corporation Finance announced that its staff may respond orally instead of in writing to some shareholder proposal no-action requests, beginning with the 2019-2020 proxy season.   Furthermore, the staff may now more frequently decline to state a view on the no-action request, whereas in the past, it had typically concurred or disagreed with a company’s asserted basis for...

SEC Charges TherapeuticsMD with Regulation FD Violations

Jonathan B. Abram

Last week, the SEC issued a reminder that Regulation FD remains a vital element of the federal securities regulations. In the first enforcement action regarding Regulation FD since 2013, the SEC charged TherapeuticsMD Inc., a pharmaceutical company, with violations of Regulation FD based on its sharing of material, nonpublic information with sell-side research analysts without also disclosing the same information to the public. The SEC’s...