News & Analysis as of

Regulation S-X

SEC Staff Issues FAQs on the Investment Company Reporting Modernization Rules and Forms

by Dechert LLP on

The staff of the U.S. Securities and Exchange Commission’s (SEC) Division of Investment Management (Staff) on July 18, 2017, released answers to frequently asked questions (FAQs) about the rules and forms relating to...more

SEC Chair Addresses Capital Formation

In a speech earlier today, July 12, 2017, Securities and Exchange Commission Chair Clayton discussed the Commission’s guiding principles. In his comments relating to disclosure requirements, Chair Clayton noted that “the...more

Second Circuit Rejects First Circuit’s “Extreme Departure” Test for Assessing Materiality of an Alleged Omission of Interim...

In Stadnick v. Vivint Solar, Inc., 2017 WL 2661597 (2d Cir. June 21, 2017), the United States Court of Appeals for the Second Circuit affirmed the dismissal of claims for violations of Section 11 of the Securities Act of...more

SEC Expands Use of Confidential Submissions of Draft Registration Statements

by Foley & Lardner LLP on

The U.S. Securities and Exchange Commission (SEC) recently announced that, beginning on July 10, 2017, the Division of Corporation Finance (the Division) will permit all companies to submit draft registration statements, on a...more

Upcoming Compliance Deadlines for Registration Statement and Shareholder Report Disclosures under Liquidity Risk Management and...

by Dechert LLP on

The initial compliance dates are rapidly approaching for new disclosure requirements adopted by the U.S. Securities and Exchange Commission (SEC) for registered investment company (funds). All initial registration statement...more

JOBS Act Related Technical Amendments

The Securities and Exchange Commission (the “SEC”) adopted technical amendments to conform several rules and forms to amendments made to the Securities Act of 1933 (“Securities Act”) and the Securities Exchange Act of 1934...more

The SEC Issues a Request for Comment on Possible Changes to Industry Guide 3

by Morrison & Foerster LLP on

On March 1st, 2017, the Securities and Exchange Commission (“Commission”) issued a request for comment (“RFC”) seeking comment on Industry Guide 3, “Statistical Disclosure by Bank Holding Companies” (“Guide 3”). Guide 3,...more

SEC Staff Discusses Investment Company Reporting Modernization and Asset Management Industry Trends at SEC Speaks in 2017...

On February 24, 2017, the U.S. Securities and Exchange Commission’s Division of Investment Management (the “Staff”) participated in a panel at the Practising Law Institute’s SEC Speaks in 2017 conference. As part of the...more

SEC Adopts Amendments to Regulation S-X Applicable to BDCs

On October 13, 2016, the Securities and Exchange Commission (SEC) issued a release adopting final rules to modernize and enhance the reporting and disclosure of information by registered investment companies (the Final...more

SEC Adopts New Rules to Modernize and Enhance Information Reported by Registered Investment Companies

by Goodwin on

On October 13, 2016, the U.S. Securities and Exchange Commission (SEC) adopted new rules and forms and amended current rules and forms under the Investment Company Act of 1940 (1940 Act) to significantly expand the...more

SEC Staff Clarifies Rules for Abbreviated Debt Tender or Debt Exchange Offers (aka Five-Day Tender Offers)

On November 18, 2016, the Staff of the Securities and Exchange Commission (SEC) issued new Compliance and Disclosure Interpretations (C&DIs) (Questions 162.01 through 162.05) to provide guidance on the Abbreviated Tender or...more

Blog: New CDIs Provide Guidance Regarding Tender Offer Rules And Schedules

by Cooley LLP on

Below are summaries of some more new CDIs from Corp Fin, this group relating to the tender offer rules and schedules. Two of the new CDIs provide guidance regarding disclosure of compensatory arrangements for financial...more

SEC Adopts Rules and Forms to Modernize Reporting Requirements for Registered Investment Companies

by Dechert LLP on

The U.S. Securities and Exchange Commission (SEC or Commission) has adopted, by a 2-to-1 vote, new rules and forms, as well as amendments to certain rules and forms (Final Rule), to modernize the reporting of information by...more

SEC Issues Investment Company Reporting Modernization Rules

by K&L Gates LLP on

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

Making Sense of Auditor Independence Issues

by K&L Gates LLP on

Auditor independence has always been a regulatory compliance priority. Failure to comply with independence requirements has potentially serious legal and business consequences, including the risk that an audit engagement be...more

Audit Partner Violates Independence Rule in Way He Probably Never Expected

by Brooks Pierce on

I’ve been thinking about these auditor independence cases since the administrative orders were issued a few weeks ago. They’re very interesting to me for a couple of reasons, but let’s start with the rules...more

Proposed SEC Amendment Could Reduce Compliance Costs for Smaller Public Companies

by Foley Hoag LLP on

Under a mandate from Congress under the Fixing America’s Surface Transportation (FAST) Act of 2015, the Securities and Exchange Commission recently proposed an amendment to the definition of “smaller reporting company” that...more

SEC Proposes Changing Smaller Reporting Company Definition and Streamlining Disclosure Requirements

by Cozen O'Connor on

The Securities and Exchange Commission (SEC) recently released two separate proposals, one that aims to expand “smaller reporting company” eligibility and another that is designed to streamline disclosure requirements....more

SEC Proposes Change to Definition of Smaller Reporting Company

by Seyfarth Shaw LLP on

The U.S. Securities and Exchange Commission (the “SEC”) recently proposed changes to expand the number of U.S. public companies that would qualify as a “smaller reporting company” (a “SRC”) and who therefore would be eligible...more

Corporate and Financial Weekly Digest - Volume XI, Issue 28

SEC Proposes Amendments To Update and Simplify Disclosure Requirements: A Closer Look - On July 13, the Securities Exchange Commission proposed and requested comment regarding rule amendments to update and simplify...more

SEC Proposes Amendments to Update and Simplify Certain Disclosure Requirements

On July 13, 2016, the U.S. Securities and Exchange Commission (SEC) proposed amendments designed to update and simplify certain disclosure requirements that may have become redundant, duplicative, overlapping, outdated or...more

SEC Proposes Amendments to Update and Simplify Disclosure Requirements as Part of Overall Disclosure Effectiveness Review

On July 13, 2016, the Securities and Exchange Commission (the “SEC”) announced proposed amendments in order to update and simply its disclosure requirements. ...more

The Financial Report, Volume 5, Number 13

by DLA Piper on

On June 23, just hours after we published our last edition, the United Kingdom voted to exit the European Union. Brexit, as it has come to be known, immediately raised a number of issues of potentially enormous significance...more

SEC Proposes Streamlining Disclosure Requirements - Proposal Contains Mostly Technical Changes with Limited Impact on the...

by Shearman & Sterling LLP on

In a 318-page release published on July 13, 2016, the SEC is proposing a number of technical amendments to disclosure requirements for SEC filers that it believes have become outdated or are identical or similar to...more

Massachusetts Attorney General Joins Multi-State Coalition Investigating Climate Change Disclosures

by Beveridge & Diamond PC on

Massachusetts State Attorney General Maura Healey has joined a coalition of attorneys general from 15 other states and the Virgin Islands—the “AGs United for Clean Power” coalition—who, according to Attorney General Healey,...more

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