On May 15, 2024, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments (the “Amendments”) to Regulation S-P under the Securities Exchange Act of 1934 (the “Exchange Act”), which governs the treatment of...more
On February 5, 2024, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules – SEC Rules 3a5-4 and 3a44-2 (collectively, the “Final Rules”) – to further define the phrase “as part of a regular business” used in...more
2/23/2024
/ Broker-Dealer ,
Financial Markets ,
Financial Services Industry ,
Liquidity ,
New Rules ,
Regulatory Reform ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Exchanges ,
Securities Regulation ,
Securities Traders ,
Securities Transactions
The Securities and Exchange Commission announced that the fees that public companies and other issuers pay to register their securities with the SEC will increase from $92.70 per million dollars to $110.20 per million...more
On August 2, 2022, the Financial Industry Regulatory Authority, Inc. (“FINRA”) proposed to amend FINRA Rule 6730(a)(1) (the “FINRA Proposal”) to reduce the Trade Reporting and Compliance Engine (“TRACE”) reporting timeframe...more
8/9/2022
/ Asset-Backed Securities ,
Financial Industry Regulatory Authority (FINRA) ,
Fixed Income Investments ,
Mortgage-Backed Securities ,
MSRB ,
Regulatory Agenda ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Securities Regulation ,
Securities Traders ,
Securities Transactions ,
TRACE
The Staff of the US Securities and Exchange Commission’s Division of Corporation Finance released a sample comment letter that provides guidance regarding the types of disclosures that reporting companies should consider in...more
Proposed Rules Could Require Dealer Registration by Certain Principal Trading Firms, Private Funds, Investment Advisers and Other Market Participants -
On March 28, 2022, the U.S. Securities and Exchange Commission (“SEC”)...more
On March 9, 2022, the US Securities and Exchange Commission (SEC) voted 3-1 to propose new rules and amendments under the Securities Exchange Act of 1934 that would constitute the SEC’s first attempt to adopt specific rules...more
3/11/2022
/ Cyber Attacks ,
Cybersecurity ,
Data Breach ,
Data Protection ,
Disclosure Requirements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC)
Here’s the deal:
Regulation S provides an exclusion from the Section 5 registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for offerings made outside the United States by both U.S....more
On February 10, 2022, the Securities and Exchange Commission proposed amendments to Schedules 13D and 13G relating to beneficial ownership reports. Section 13D requires disclosure by investors of the accumulation of...more
2/15/2022
/ Beneficial Owner ,
Derivatives ,
Equity Securities ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions
Here’s the deal: -
The pre-filing period is an important part of an initial public offering (“IPO”), requiring a number of management, organizational considerations and structural changes before a company can effectuate...more
1/20/2022
/ Board of Directors ,
Capital Markets ,
Capital Raising ,
Corporate Structures ,
Due Diligence ,
Financial Industry Regulatory Authority (FINRA) ,
Gun-Jumping ,
Initial Public Offering (IPO) ,
Investment ,
Regulatory Requirements ,
Strategic Planning ,
Underwriting Agreements
Last week, the updated form to be used by placement agents in connection with private placements that is required to be filed with FINRA pursuant to Rule 5123 became effective. As we had previously blogged, FINRA has amended...more
At an open meeting held yesterday morning, the Securities and Exchange Commission voted to adopt the previously proposed amendments to Regulation S-K Items 101, 103 and 105. These changes affect the Business section, Risk...more
On December 30, 2019, the Chair of the Securities and Exchange Commission, the SEC’s Chief Accountant, and the Director of the SEC’s Division of Corporation Finance issued a joint statement regarding the role of audit...more
1/3/2020
/ Audit Committee ,
Audited Financial Statements ,
Auditors ,
Audits ,
Corporate Governance ,
Critical Audit Matters (CAMs) ,
GAAP ,
Joint Statements ,
PCAOB ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Regulatory Requirements ,
Regulatory Standards ,
Reporting Requirements ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
Year-End Planning
Securities and Exchange Commission Chair Jay Clayton made remarks at the University of Pennsylvania, which covered a broad range of topics. Chair Clayton noted that under his tenure the SEC’s Reg Flex agenda has become less...more
Securities and Exchange Commission Chair Jay Clayton gave opening remarks in connection with the Investor Advisory Committee meeting.
The Committee’s meeting agenda includes a discussion of whether and how investors use...more
11/8/2019
/ Credit Rating Agencies ,
Data Management ,
Environmental Social & Governance (ESG) ,
Financial Indices ,
Individual Retirement Account (IRA) ,
Institutional Investors ,
Investment Opportunities ,
Investor Advisory Committee ,
Libor ,
Market Participants ,
Military Service Members ,
Regulatory Requirements ,
Retail Investors ,
Securities and Exchange Commission (SEC) ,
Teachers
The Securities and Exchange Commission announced an open meeting for August 21st in order to consider: guidance regarding the proxy voting responsibilities of investment advisers under Rule 206(4)-6 under the Investment...more
The Securities and Exchange Commission announced an open meeting for August 8th to consider whether to propose rule amendments to modernize the description of business, legal proceedings, and risk factor disclosures required...more
The House Financial Services Committee recently passed H.R. 1815, which is the Securities and Exchange Commission Disclosure Effectiveness Testing Act. ...more
4/23/2019
/ Best Interest Standard ,
Disclosure Requirements ,
Financial Services Committee ,
Financial Services Industry ,
Investment ,
Legislative Agendas ,
Proposed Legislation ,
Regulatory Oversight ,
Regulatory Requirements ,
Retail Investors ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Testing Requirements
The Securities and Exchange Commission adopted additional amendments that are intended to simplify disclosure requirements for public companies, investment advisers and investment companies. ...more
3/22/2019
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Investment Adviser ,
Investment Companies ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC)
Since the Jumpstart Our Business Startups (JOBS) Act was enacted in 2012, emerging growth companies (EGCs) have benefited from the opportunity to test the waters with investors and gauge interest in a potential offering....more
Earlier this month, the Commodity Futures Trading Commission proposed rules that would codify certain relief provided to commodity pool operators and commodity trading advisors in the post Dodd-Frank Act years....more
10/29/2018
/ CFTC ,
Commodities ,
Commodities Traders ,
Commodity Pool ,
Commodity Trading Advisors (CTAs) ,
CPOs ,
Dodd-Frank ,
General Solicitation ,
Offerings ,
Proposed Rules ,
Regulatory Requirements ,
Rule 144A ,
Rule 506 Offerings ,
Rulemaking Process
In June 2018, the Securities and Exchange Commission adopted amendments to the definition of “smaller reporting company.” Under the amendments a company with a public float of less than $250 million qualifies as an SRC....more
The Securities and Exchange Commission recently published guidance providing some useful clarifications related to the Commission’s recent changes to the definition of “smaller reporting company”....more
In a recently published Practical Law Capital Markets Global Guide 2018 article, “Debt Capital Markets in the United States: Regulatory Overview,” Counsel Brian Hirshberg and Partners Anna Pinedo and Remmelt Reigersman...more
In a recently published Practical Law Capital Markets Global Guide 2018 article, “Equity Capital Markets in the United States: Regulatory Overview,” Counsel Brian Hirshberg and Partners Anna Pinedo and Remmelt Reigersman...more
7/12/2018
/ Capital Markets ,
Equity Markets ,
Global Market ,
Initial Public Offering (IPO) ,
Listing Rules ,
Nasdaq ,
NYSE ,
Offerings ,
Regulatory Oversight ,
Regulatory Requirements ,
Taxation ,
Underwriting