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Disclosure Requirements Securities and Exchange Commission (SEC) Threshold Requirements

Wilson Sonsini Goodrich & Rosati

SEC Proposes Welcome Changes to Rule 701 and Form S-8

The U.S. Securities and Exchange Commission (SEC) recently proposed for comment amendments to Rule 701 and Form S-8 to address the major changes that have taken place in recent years in companies' compensation practices and...more

White & Case LLP

Bond Repurchases – an Issuer's Guide to Questions to Ask and Points to Consider (March 2020 Update)

White & Case LLP on

The White & Case Capital Markets team updates its March 2018 publication on bond repurchases given the current environment where issuers may consider whether, if their bonds are trading at a discount to par, they should...more

Stinson - Corporate & Securities Law Blog

Expanded Analysis: SEC Amends Accelerated Filer and Large Accelerated Filer Definitions, Provides SOX 404(b) Relief

On March 12, 2020, the Securities and Exchange Commission adopted long-awaited amendments to the accelerated filer and large accelerated filer definitions with the stated goal of “reduc[ing] unnecessary burdens for certain...more

Mayer Brown Free Writings + Perspectives

New Definitions of Accelerated and Large Accelerated Filer

The Securities and Exchange Commission adopted amendments to the accelerated filer and large accelerated filer definitions, which impact the Sarbanes-Oxley Act of 2002....more

Katten Muchin Rosenman LLP

Corporate & Financial Weekly Digest, Featuring Articles on the Latest FINRA Guidance on CAB Rules and Fees; New HSR Filing...

SEC/CORPORATE - SEC Proposes Amendments to Financial Disclosure in Regulation S-K and Issues New Guidance - On January 30, the Securities and Exchange Commission voted to propose amendments to certain financial...more

McDermott Will & Emery

Capital Markets & Public Companies Quarterly: SEC Proposes Amendments to Accelerated and Large Accelerated Filer Definitions,...

McDermott Will & Emery on

During the previous quarter, the SEC proposed new rulemaking to reduce the number of smaller companies that become subject to enhanced reporting requirements through “accelerated filer” and “large accelerated filer” status....more

Proskauer Rose LLP

SEC Proposes Rule Changes with Potential Benefits for REITs, Funds, and Business Development Companies

Proskauer Rose LLP on

The Securities and Exchange Commission ("SEC" or "Commission") recently proposed a number of changes to Regulation S-X and related rules and forms that could significantly streamline the requirements for filing financial...more

Akin Gump Strauss Hauer & Feld LLP

Review Smaller Reporting Company Status in Light of New “Smaller Reporting Company” Definition and Updated SEC Staff C&DIs

As public companies prepare to file their annual reports on Form 10-K for the year ended December 31, 2018, they should consider whether they qualify for smaller reporting company (“SRC”) status under the recently amended...more

Mayer Brown Free Writings + Perspectives

SRC Amendments Effective

In June 2018, the Securities and Exchange Commission adopted amendments to the definition of “smaller reporting company.” Under the amendments a company with a public float of less than $250 million qualifies as an SRC....more

Jones Day

Rule 701–A Time for Change?

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Rule 701 Prior to Amendment: Reliance on Securities Act Rule 701, a securities registration exemption for non-reporting issuers with respect to equity awards granted pursuant to a written compensatory plan, required special...more

Mintz

SEC Amends Definition of “Smaller Reporting Companies” (SRCs) to Increase the Number of Companies that Qualify for Scaled...

Mintz on

The SEC has voted to amend the definition of the term “smaller reporting company” as used in its rules and regulations. Under the amended definition, which takes effect on September 10, 2018, SRCs are companies that...more

Hogan Lovells

SEC increases Rule 701 disclosure threshold and issues concept release on updating compensatory offering rules

Hogan Lovells on

The SEC recently amended Securities Act Rule 701, which provides a registration exemption for securities sold by non-reporting companies to their employees and other covered persons under compensatory arrangements. The...more

Mayer Brown Free Writings + Perspectives

Guidance for Smaller Reporting Companies

The Securities and Exchange Commission recently published guidance providing some useful clarifications related to the Commission’s recent changes to the definition of “smaller reporting company”....more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Solicits Comment on Modernizing the Rules and Forms for Stock-Based Compensation

On July 18, 2018, the Securities and Exchange Commission (SEC) issued a concept release soliciting public comment on ways to modernize Rule 701 and Form S-8 of the Securities Act of 1933 to account for recent developments...more

Wilson Sonsini Goodrich & Rosati

SEC Amends Rule 701 to Increase Rule 701 Disclosure Threshold to $10 Million - SEC Also Issues Concept Release Seeking Public...

In a previous WSGR Alert, we noted a mandate under the Economic Growth, Regulatory Relief, and Consumer Protection Act which directed the U.S. Securities and Exchange Commission (the SEC) to raise the applicable threshold...more

Womble Bond Dickinson

Rule 701 Additional Disclosure Threshold Raised To $10m; SEC Solicits Comments To Modernize Compensatory-Related Offerings Under...

Womble Bond Dickinson on

Last week, the U.S. Securities and Exchange Commission (the “SEC”) (i) approved the increase of the threshold at which private companies must provide financial disclosures in private company compensatory Rule 701 offerings...more

Orrick, Herrington & Sutcliffe LLP

Orrick's Financial Industry Week In Review

U.S. Financial Industry Developments - SEC Adopts Rules to Enhance Transparency and Oversight of Alternative Trading Systems - On July 18, 2018, the Securities and Exchange Commission ("SEC") voted to adopt amendments...more

Harris Beach PLLC

SEC Amendment to Rule 701 May Expand the Use of Equity Compensation by Private Companies

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The Congressionally-mandated amendment aims to ease the disclosure burdens of private companies that grant compensatory stock to employees. Grants of securities to employees, including stock options, restricted stock and...more

Cooley LLP

Blog: SEC proposes to amend financial disclosure rules related to guaranteed or collateralized debt securities

Cooley LLP on

The SEC voted to propose new amendments to Rules 3-10 and 3-16 of Reg S-X intended to streamline the financial disclosure rules related to registered debt offerings that involve guaranteed or collateralized securities. The...more

Orrick - Finance 20/20

SEC Adopts Final Rules and Solicits Public Comments on Ways to Modernize Offerings Pursuant to Compensatory Arrangements

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On July 18, 2018, the SEC issued final rules to amend Rule 701, increasing from $5 million to $10 million the threshold in excess of which the issuer is required to deliver additional disclosures to investors. ...more

Akin Gump Strauss Hauer & Feld LLP

SEC Expands Definition of Smaller Reporting Company

On June 28, 2018, the U.S. Securities and Exchange Commission (SEC) voted to adopt amendments to the “smaller reporting company” (SRC) definition to expand the number of companies that qualify for certain existing scaled...more

Harris Beach PLLC

Easing the Burden: SEC Amendments Extend Smaller Reporting Company Status to More Businesses

Harris Beach PLLC on

The Securities and Exchange Commission (SEC) recently approved amendments to the definition of “smaller reporting company” (SRC), which will allow more businesses to take advantage of scaled disclosure requirements in their...more

Goodwin

Rule 701 Update – Increased Threshold for Heightened Disclosure Requirements - July 2018

Goodwin on

Effective today, July 24, 2018, the threshold for providing additional disclosure to employees under Rule 701 of the Securities Act of 1933, as amended (Rule 701) is increased from aggregate sales of $5 million in any...more

Kelley Drye & Warren LLP

SEC Increases Threshold for Qualifying as a Smaller Reporting Company

On June 28, 2018, the Securities and Exchange Commission (SEC) approved amending the definition of “smaller reporting company” (SRC) to increase the financial thresholds for qualification. This change will significantly...more

Pillsbury Winthrop Shaw Pittman LLP

A New Era in Compensatory Equity Offerings?

SEC increases Rule 701(e) disclosure threshold to $10 million, effective immediately, and explores revamp of Rule 701 and Form S-8. The final rule increasing the Rule 701(e) disclosure threshold to $10 million leaves open...more

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