Reporting Requirements Securities & Exchange Commission

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SEC's New Rule Requires Additional Disclosures on Form ADV

On August 25, 2016, the SEC adopted Release No. IA-4509 (the “New Rule” or the “amendments”) that amends Form ADV to increase the amount of information that registered investment advisors (“Advisors”) must disclose to the...more

SEC Adopts Changes to Form ADV and Books and Records Rules

On August 25, the Securities and Exchange Commission (the SEC) adopted amendments to Form ADV Part 1 that will require SEC-registered investment advisers to provide a significant amount of new information. The SEC adopted...more

SEC Adopts Revisions to Form ADV Part 1A and Advisers Act

The Securities and Exchange Commission (“SEC”) adopted revisions to Part 1A of the Form ADV on August 25, 2016. All investment advisers registered with the SEC under the Investment Advisers Act of 1940, as amended (the...more

SEC Proposes Changes Expanding Eligibility for “Smaller Reporting Companies”

The SEC has proposed changes that would expand the number of registrants that qualify as “smaller reporting companies” under the SEC rules and regulations. Under the proposed definition, the pool of registrants qualifying as...more

Setting the Scene - Final SEC guidance on cross-border SBSs is likely to ease concerns surrounding reporting duties and compliance...

On July 13 2016, the US Securities and Exchange Commission (SEC) adopted amendments and guidance (Final Rules and Guidance) related to its rules on the regulatory reporting and public dissemination of security-based swaps...more

SEC Adopts Changes to Form ADV Affecting Advisers to Private Investment Funds

On August 25, 2016, the U.S. Securities and Exchange Commission (SEC) adopted numerous substantive and technical amendments to Form ADV, Part 1A, which previously had been proposed in a release dated May 20, 2015. Several of...more

New GAO Report Highlights Challenges in Complying with Conflicts Minerals Rule

Seyfarth Synopsis: Companies are experiencing difficulties in complying with their disclosure responsibilities under the SEC’s conflict mineral requirements. The Government Accountability Office (GAO) recently released a...more

Form ADV Gets an Overhaul

On August 25, 2016, the Securities and Exchange Commission (“SEC”) modernized the reporting regime for investment advisers by adopting amendments to the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and...more

SEC Updates Form ADV

The SEC has adopted final rules requiring investment advisers to provide additional information on Form ADV and other matters. The final rules: - require information about an investment adviser’s separately managed...more

Financial Services Weekly News - August 2016 #2

Editor's Note - OATS Reporting Violations and FINRA Enforcement. FINRA’s Order Audit Trail System (OATS), is an integrated audit trail of order, quote and trade information for all NMS stocks and OTC equity securities,...more

Blog: Consultants Report On Conflict Minerals Due Diligence And Disclosure For 2015. But Has It Made A Difference For The DRC?

Two consulting firms, Assent Compliance and Source Intelligence, have published their studies on conflict minerals (tin, tantalum, tungsten and gold) reporting for 2015, the third year of required SEC reporting. For 2015,...more

SEC Adopts Payment Disclosure Rules for Companies Engaged in Resource Extraction

The U.S. Securities and Exchange Commission (the “SEC”) has adopted new rules which require “resource extraction issuers” to disclose annually the type and amount of payments that they (or their subsidiaries or entities under...more

SEC Adopts Payment Disclosure Rules for Resource Extraction Issuers

On June 27, 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted Rule 13q-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and amendments to Form SD (Specialized Disclosure Report) (See SEC...more

Derivatives in Review - July 2016

An Overview of Proposed Regulation AT - Orrick attorneys authored an overview of Regulation Automated Trading (known as "Regulation AT") proposed by the Commodity Futures Trading Commission ("CFTC") in the May/June 2016...more

SEC Amends Rules on Security-Based Swap Reporting

On July 13, 2016, the Securities Exchange Commission (“SEC”) approved certain amendments and guidance to the rules governing the reporting and public dissemination of security-based swaps (“SBS”), known as “Regulation SBSR,”...more

The SEC Audit Trail – Several Industry Groups See Problems as Currently Proposed

Last week, several securities industry groups filed critical responses to the SEC’s plan for an audit trail. While most groups that commented on the SEC’s proposed regulation supported implementing the proposal, several had...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

We sure have a lot of shareholders – do we need to start reporting to the SEC? – JOBS Act, Section 12(g) and Record Keeping

After several rounds of financing, many equity awards to employees and maybe a couple of acquisitions (using company stock for payment), some late stage start-up companies end up with very large cap tables. At some point,...more

Record Setting Fine for Violation of HSR Reporting Requirements

On July 12, 2016, the U.S. Department of Justice Antitrust Division (Antitrust Division) announced that it reached a settlement with ValueAct, and its related companies (ValueAct), of alleged violations of the...more

SEC Clarifies Relationship between HSR Investment Intent and 13D/G Status

The SEC has issued a new Compliance and Disclosure Interpretation (8-K 103.11) that clarifies the interaction between the investment intent exemption in the HSR rules and the ability to file a Schedule 13G. The CDI poses...more

Agencies announce submission of diversity self-assessments to OMWIs can begin

In a notice to be published in tomorrow’s Federal Register, the CFPB, OCC, Fed, FDIC, SEC, and NCUA announce that the Office of Management and Budget has approved the “information collection” contained in their “Final...more

US IPO Guide 2016 Edition

This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more

Securities and Exchange Commission Issues New Rule on Extractive Industry Transparency

On June 27, the Securities and Exchange Commission (“SEC”) issued a new rule requiring extractive sector companies (oil, gas, and mining) to disclose the payments that they make to governments for the commercial development...more

Elder Abuse Takes Another Twist and Turn

If you thought the SEC and FINRA were serious about elder issues, welcome to the Alabama, Indiana and Vermont. Each has focused on elder abuse issues. These states will have mandatory reporting to state officials in...more

SEC Proposes to Amend Smaller Reporting Company Definition

In the years following the JOBS Act, which created the term “emerging growth company” and made available certain disclosure and other accommodations to companies that qualified as EGCs, there has been renewed focus on scaled...more

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