EDGAR

News & Analysis as of

Recent SEC Enforcement Actions Highlight Importance of Robust Insider Trading Compliance Policies

Recently the SEC announced enforcement actions which highlight the importance of complying with the beneficial ownership reporting requirements under Sections 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934, or...more

SEC and FINRA Issue Risk Alert on Penny Stock Companies

I’m not your legal advisor. And I’m definitely not your investment adviser. But the first rule of penny stock companies should be: do not invest in penny stock companies. I mean, does that seem like a smart thing to do? ...more

SEC Adopts Updated EDGAR Filer Manual

On October 20, the SEC revised EDGAR filer manual to reflect certain changes related to asset-backed security filings....more

SEC Finalizes Rule To Adopt Updated EDGAR Filer Manual

Recently, the SEC issued a final rule to update its EDGAR system to support changes to the disclosure, reporting, and offering process for asset-backed securities....more

Orrick's Financial Industry Week in Review

EBA Updates Single Rulebook Q&As - On October 17, the European Banking Authority (EBA) updated its Q&As on the single rulebook, publishing two new answers to questions relating to supervisory reporting and credit risk....more

SEC Comment Letters–A New Twist on Insider Trading?

A few days ago the New York Times reported a recent study by three professors at the Haas School of Business at the University of California at Berkley that notes increased insider sales just prior to the EDGAR filing of...more

SEC Adopts Regulation AB II

On August 27, the Securities and Exchange Commission at an open meeting unanimously adopted Regulation AB II (Reg AB II). The final rule provides significant revisions to Regulation AB, which provides the rules regarding the...more

Form D: Short But Not Simple.

Companies selling securities are generally required to register the offering with the Securities and Exchange Commission (SEC). In certain circumstances, an offering may qualify for an exemption from these registration...more

SEC to Commence Examinations of Municipal Advisors

SEC rules that took effect on July 1, 2014 generally require municipal advisors to register with the SEC through the SEC’s EDGAR system under the final registration process during a four-month phase-in period by October 31,...more

Reg A+ Challenged Again

Another letter to the SEC from the Hill challenges the Regulation A+ proposal. This time, the authors question the authority of the SEC in defining “qualified purchaser” as an offeree or purchaser in a Tier 2 Reg A+...more

Form PF Amendments Expand Disclosure Requirements for Large Liquidity Fund Advisers: Are You Prepared?

On July 23, 2014, the Securities and Exchange Commission (“SEC”) adopted final rules governing money market funds in a release adopting amendment to Rule 2a-7 under the Investment Company Act of 1940 and other related...more

Structured Thoughts: Volume 5, Issue 5 - June 25, 2014

In This Issue: - The 1996 Morgan Stanley Letter: Re-imagined at the Age of 18 - Structured CDs – Goodbye Regulation DD, Hello Regulation DD - FCA Issues Fine in Relation to Structured Product...more

SEC Adopts Updated EDGAR Filer Manual

On June 16, the SEC adopted revisions to the EDGAR manual and related rules. Among other changes, the revisions change the ABS Asset Class value from “Corporate Debt” for ABS-15G and ABS-15G/A to “Debt Securities.” The EDGAR...more

Privacy Concerns and the Proposed Reg AB II Revisions Relating to Asset Level Data

In February 2014, the Securities and Exchange Commission (SEC) once again re-opened the comment period with respect to proposed revisions to Regulation AB relating to the disclosure of asset-level data after receiving many...more

SEC Announcements On Confidential Treatment Requests And Glossy Annual Reports

The SEC Division of Corporation Finance has recently posted two Division Announcements - - As of April 9, 2014, in cases where the SEC staff has determined to grant a request for confidential treatment without...more

A+ Indeed: The SEC’s Proposed Rules Amending Reg A

Overview - Yesterday, December 18, 2013, the SEC released proposed rules to carry out the rulemaking mandate of Title IV of the JOBS Act. The proposed rules both retain and modernize the current framework of Regulation...more

SEC Chairman Addresses Information Overload in Disclosure Documents

SEC Chairman Mary Jo White spoke at length on "information overload" in her October 15, 2013, speech at the National Association of Corporate Directors Leadership Conference. After discussing the benefits and general types of...more

SEC Issues Proposed Rules on Crowdfunding Capital Markets

Yesterday, the SEC proposed rules to permit companies to offer and sell securities through crowdfunding, as required by the Jumpstart Our Business Startups Act of 2012. Crowdfunding, which has become popular in recent years...more

The Financial Report - Volume 2, No. 18 • October 10, 2013 (Global)

IN THIS ISSUE: - Discussion and Analysis - News from the Americas - News from Asia and the Pacific - News from Europe - Global Regulators - US Securities and Exchange Commission Developments - US Commodity...more

SEC announces plans in the event of a shutdown

The SEC has announced that it will remain open and operational in the event of the federal government lapse in appropriations on October 1. Changes to its operational status after October 1 will be announced on the SEC...more

Updated EDGAR Filer Manual

On September 27, the SEC adopted revisions to the EDGAR Manual. The revisions are being made primarily to support updates to Form D and to submission form types 13F-HR and 13F-HR/A....more

Challenges Arise with New Form 13F Filing Format

Investment managers may be well served to file their upcoming Form 13F reports (due next Wednesday, August 14th) early this quarter. That is because a new EDGAR filing format went into effect on May 20, 2013, pursuant to...more

Federal Court Strikes Down SEC Resource Extraction Rule

On July 2, 2013, the United States District Court in Washington, D.C. invalidated Rule 13q-1 under the Securities Exchange Act of 1934 implementing the Dodd-Frank Act “resource extraction” provision requiring disclosure of...more

Use Of Additional Soliciting Materials Remains Constant In 2013

Since the advent of a mandatory but advisory say-on-pay vote required by the Dodd-Frank Act, issuers have used additional soliciting materials in connection with the say-on-pay vote. Often the filings are made in connection...more

XBRL: Seldom Used But More SEC FAQs

This CFO.COM article indicates finance executive make little use of the SEC’s XBRL filings. ...more

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