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Blog: SEC posts report to Congress on Modernization and Simplification of Regulation S-K

The SEC has posted the staff’s Report on Modernization and Simplification of Regulation S-K, a report to Congress required by the FAST Act. Although required by the FAST Act, this report builds on and reflects the review that...more

SEC Delivers Report to Congress on Disclosure Simplification

The FAST Act required the Securities and Exchange Commission to deliver to Congress a report detailing its recommendations regarding the modernization and simplification of the disclosure requirements contained in Regulation...more

The Financial Report, Volume 5, Number 21 - November 10, 2016

Many people reading this issue of The Financial Report will be very surprised by the results of the Presidential election and, as always, many will also be disappointed. But, as typically happens every four years, the...more

Overdue Relief from Sending Glossy Annual Reports to the SEC

It is well known that Securities Exchange Act Rule 14a-3 requires a public company to send an annual report to its shareholders (or provide access to an annual report) when it holds a meeting to elect directors. Less well...more

SEC Staff Issues Guidance Regarding Requirement to Submit Annual Reports to SEC Under Exchange Act Rules 14a-3(c) and 14c-3(b),...

On November 2, 2016, the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) issued guidance regarding the submission of annual reports by registrants to the SEC under Exchange...more

SEC Issues Investment Company Reporting Modernization Rules

On October 13, 2016, the Securities and Exchange Commission (“SEC”) adopted significant reforms under the Investment Company Act of 1940, as amended (“1940 Act”), that impose extensive new disclosure and reporting obligations...more

Blog: Mail Seven Copies Of Your Glossy Annual Report To The SEC? Not Anymore, So Long As….

Corp Fin has just issued a welcome new CDI under the Proxy Rules and Schedule 14A. As you know, under Exchange Act Rule 14a-3(c) and Rule 14c-3(b), companies must mail to the SEC, “solely for its information,” seven copies of...more

Change Regarding Mailing of Annual Reports to Stockholders

The SEC Division of Corporation Finance issued a new interpretation yesterday that allows a company to post its annual report to shareholders to its website (and keep it posted for at least one year) rather than mail the SEC...more

No Need to Mail Annual Reports to SEC if . . .

As many know, Exchange Act Rule 14a-3(c) and Rule 14c-3(b) require registrants to mail seven copies of the annual report sent to security holders to the Commission “solely for its information.” A similar provision in Form...more

In Case You Missed It - Interesting Items for Corporate Counsel - October 2016

After a one-month hiatus, we find ourselves with much to catch up on. Brace yourself. The SEC . . . - announced, that it no longer requires Tandy language, generally an acknowledgment in SEC comment...more

The Financial Report, Volume 5, Number 18

The SEC recently adopted new rules that substantially amend Form ADV under the Investment Advisers Act of 1940, as amended (the Advisers Act). Although not as comprehensive as the Form ADV amendments adopted in 2011, the new...more

SEC Proposes New Rules Requiring Hyperlinks to Exhibits Filed with Registration Statements and SEC Reports

As part of the Securities and Exchange Commission’s Disclosure Effectiveness Initiative – the SEC's comprehensive project to reevaluate disclosure requirements – the SEC recently proposed new rules that would require...more

SEC Proposes Rule Amendments to Require Issuers to Include Hyperlinks to Exhibits in Filings

On August 31, 2016, the Securities and Exchange Commission (SEC) proposed amendments to its forms and rules that would require issuers that file registration statements and periodic and current reports, which include exhibits...more

SEC proposes hyperlinks for filing exhibits

The SEC has proposed rule amendments that would require companies that file registration statements and periodic and current reports to include hyperlinks to each exhibit listed in the exhibit index of their filings (in a...more

Exhibit Hyperlinks are Coming

Last week, the SEC proposed rule amendments that would require companies to include a hyperlink to each exhibit listed in the exhibit index of a registration statement, periodic report or current report. The new rules would...more

The Financial Report, Volume 5, Number 16 (Global)

Discussion and Analysis One of our lead articles discusses a research report indicating that SEC enforcement activity has slowed in 2016. According to the article, the SEC has brought nearly ten percent fewer...more

Blog: House Votes To “Defund” Disfavored SEC Rules, Potential Rules And Guidance

On Friday, the House passed H.R. 5485, the Financial Services and General Government Appropriations Act for fiscal year 2017, which includes appropriations for the SEC. Included as part of the bill were several amendments...more

The Financial Report, Volume 5, Number 12 - June, 2016 (Global)

Discussion and Analysis In our last edition, we discussed a recent SEC enforcement action against a private equity fund advisory firm and its owner, who agreed to pay more than $3 million to settle charges that...more

Blockchain Technology, Finance and Securitization

Imagine a perfect world where every financial transaction has an electronic chain of proof of title and a history of all prior owners. This is the world of blockchain technology – a world that already exists for Bitcoin, and...more

Blog: SEC Permits Use Of Inline XBRL — Will It Be Enough To Make XBRL Great?

Until now, companies have been required to provide the financial statements accompanying their periodic and current reports in “structured,” i.e., machine-readable, format using XBRL and to provide this XBRL data as an...more

The SEC Amends Form 10-K

Yesterday, the SEC issued an interim final rule amending Form 10-K pursuant to section 72001 of the FAST Act. That section required the SEC to allow issuers to include summary sections in their annual reports on Form 10-K as...more

SEC – A Computer and Twenty-Seven Minutes To Profit

The SEC’s latest stock manipulation case might be titled “How to make (almost) over $400,000 in just 27 minutes.” The key is to use Williams Act filings not to alert the market and issuer to a potential take-over but to fake...more

NASAA Releases Proposed Model Rule for Crowdfunded Offerings

On May 16, 2016, the North American Securities Administrators Association (NASAA) released for public comment its proposed model rule and uniform notice filing form for crowdfunded offerings. ...more

Crowdfunding Begins on May 16, 2016

Funding portal registration is now available through FINRA. This LawFlash discusses funding portals, which are the intermediaries through which crowdfunding will occur, specifically regarding the registration process...more

The Financial Report, Volume 5, Number 9

We generally avoid commenting on politics in these pages as it is usually beyond the scope and purpose of this publication. Increasingly, however, we are being asked for our thoughts about how the upcoming general election...more

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