Regulation S-X

News & Analysis as of

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

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

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

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

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

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

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

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

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

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...

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

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

SEC Proposes New Rules That Would Increase the Financial Thresholds for Qualification as a Smaller Reporting Company

On June 27, 2016, the U.S. Securities and Exchange Commission (SEC) issued proposed rules that would significantly increase the current public float and revenue thresholds that registrants must meet in order to qualify as a...more

SEC Staff Addresses Funds’ Auditor Independence Problem

On June 20, 2016, the SEC’s Division of Investment Management provided a temporary no-action letter (the “Letter”) to a fund group (the “Fund Group”) applicable to registered investment companies (each, a “Fund”) and other...more

SEC Disclosure Initiative Encounters Resistance on Capitol Hill

Since 2013, the Securities and Exchange Commission, under the direction of Chair Mary Jo White, has undertaken a “Disclosure Effectiveness Initiative” aimed at improving the content and presentation of disclosures by...more

SEC Proposes Increasing Threshold to Qualify as a Smaller Reporting Company

The SEC has proposed amendments that would increase the financial thresholds in the “smaller reporting company” definition. The proposal to update the definition would expand the number of companies that qualify as smaller...more

SEC Staff Throws Funds a Lifeline on Auditor Independence (For Now)

The SEC’s Division of Investment Management provided temporary relief from the headache created for funds when the failure to meet the provisions of the so-called “loan rule” may disqualify fund auditors from being...more

Blog: SEC Posts Regulatory Flexibility Agenda For 2017

As noted in Broc’s blog on thecorporatecounsel.net, the SEC has posted its Regulatory Flexibility Agenda for 2017. And, as Broc observes, these agendas are, to borrow his characterization, purely “aspirational,” and do not...more

Recent SEC Enforcement Actions and Public Commentary Demonstrate the Commission’s Continued Focus on Internal Control Failures

We have previously written about how, over the past few years, the SEC and other regulatory agencies have devoted substantial resources to investigations regarding allegations that public companies have inadequate internal...more

Recent SEC Enforcement Actions and Public Commentary Demonstrate the Commission’s Continued Focus on Internal Control Failures

We have previously written about how, over the past few years, the SEC and other regulatory agencies have devoted substantial resources to investigations regarding allegations that public companies have inadequate internal...more

SEC Adopts Rules Permitting Forward Incorporation by Reference on Form S-1 and Simplifying Disclosure Requirements for EGCs

The Securities and Exchange Commission (SEC) has adopted interim final rules permitting smaller reporting companies, generally companies with a public float of less than $75 million, to incorporate by reference on Form S-1...more

Summary and Discussion of Chair White's Speech Regarding SEC Regulation

Highlights: - The SEC plans to develop a proactive and agile regulatory framework through which it can anticipate issues and address them proactively, even as the capital markets continue to undergo rapid change. -...more

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