Tagged: SEC

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

SEC Rulemaking / Securities Act Compliance

8 Jan, 2020

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

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

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...

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

Exchange Act Reporting and Disclosure Effectiveness / Investor Relations and Communications / Proxy Statements and Annual Meetings / SEC Rulemaking / Shareholder Activism

16 Sep, 2019

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

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

Exchange Act Reporting and Disclosure Effectiveness / Investor Relations and Communications / Securities Act Compliance

26 Aug, 2019

SEC Charges TherapeuticsMD with Regulation FD Violations

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...

Impact of “Test-the-Waters” Reform Debated

SEC Rulemaking / Securities Act Compliance

29 May, 2019

Impact of “Test-the-Waters” Reform Debated

As we previously noted, in February, the SEC proposed expanding its “test-the-waters” accommodation from emerging growth companies (EGCs) only to all issuers via a new Rule 163B and related amendments. This accommodation would enable all issuers to engage in “test-the-waters” communications with certain institutional investors regarding a contemplated registered securities offering prior to, or following the filing of a registration statement related to such offering....

SEC Proposes to Revise the Accelerated and Large Accelerated Filer Definitions

Audit Committees and Independent Auditors / Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking / Securities Act Compliance

10 May, 2019

SEC Proposes to Revise the Accelerated and Large Accelerated Filer Definitions

The SEC proposed amendments that would revise the definitions of “accelerated filer” and “large accelerated filer.” These proposed revisions follow amendments adopted by the SEC on June 28, 2018, that expanded the smaller reporting company (SRC) definition and so brought some issuers under both the definitions of an accelerated filer and an SRC. As a result of last year’s amendments, some SRCs must have an...

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

Exchange Act Reporting and Disclosure Effectiveness / SEC Rulemaking

22 Apr, 2019

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

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...

SEC Proposes to Expand “Test-the-Waters” Modernization Reform to All Issuers

SEC Rulemaking / Securities Act Compliance

26 Feb, 2019

SEC Proposes to Expand “Test-the-Waters” Modernization Reform to All Issuers

The SEC proposed a new rule and related amendments that would expand the “test-the-waters” accommodation—currently available to emerging growth companies—to all issuers, including investment company issuers. Proposed Securities Act Rule 163B, if adopted, would significantly enhance an issuer’s ability to cost-effectively assess the demand for and valuation of its securities, and also provide insights into the structural components for the offering that are important to investors....

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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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avatar for Cam C. HoangCam C. Hoang

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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