On August 6, 2021, the SEC approved Nasdaq’s proposed rule regarding board diversity and disclosure. This rule will require companies listed on Nasdaq to have at least two diverse directors or to explain why it failed to do...more
The SEC’s Division of Corporation Finance published an "illustrative letter" with sample comments that it may issue to companies seeking to raise capital in securities offerings amid market and price volatility. These will...more
The SEC has proposed amendments that would mandate electronic filing of Form 144 (currently it may be filed either by mail or electronically), eliminate the requirement to file a Form 144 with respect to sales of securities...more
In November 2020, the SEC adopted amendments to Regulation S-K to modernize and simplify certain disclosure requirements related to Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)...more
The SEC has adopted amendments to Regulation S-K to revise the rules for MD&A and eliminate the requirement for selected financial data in SEC filings. According to the SEC, "The amendments are intended to enhance the focus...more
11/24/2020
/ Amended Rules ,
Annual Reports ,
Disclosure Requirements ,
Financial Statements ,
Foreign Private Issuers ,
Form 10-K ,
Form 20-F ,
MD&A Statements ,
Modernization ,
Registration Statement ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
On September 23, 2020, the SEC voted to adopt amendments to modernize its shareholder proposal rules under Rule 14a-8 of the Securities Exchange Act of 1934, which governs the process for a shareholder to have a proposal...more
To the extent you are working on executive compensation disclosure in a proxy statement or registration statement, the SEC just released this interpretation related to benefits provided to executives during the pandemic...more
The SEC adopted amendments to modernize its shareholder proposal rule, which governs the process for a shareholder to have its proposal included in a company’s proxy statement for consideration by all of the company’s...more
The SEC has adopted amendments to modernize certain disclosure requirements set forth in Regulation S-K. Specifically, the SEC updated the items governing a company’s description of environmental proceedings in which the...more
The Securities and Exchange Commission has adopted amendments to its current rules under the Securities Act of 1933 relating to the definitions of an "accredited investor" and a "qualified institutional buyer." The amendments...more
9/3/2020
/ Accredited Investors ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Regulatory Reform ,
Investment Adviser ,
New Rules ,
Private Funds ,
Qualified Institutional Buyers ,
Rule 144A ,
Rural Business Investment Companies (RBICs) ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The SEC has adopted amendments to modernize certain disclosure requirements set forth in Regulation S-K. Specifically, the SEC updated the items governing a company’s description of its business, legal proceedings and risk...more
8/31/2020
/ Amended Regulation ,
Annual Reports ,
Capital Markets ,
Disclosure Requirements ,
Financial Reporting ,
Financial Services Industry ,
MD&A Statements ,
Registration Statement ,
Regulation S-K ,
Risk Factors ,
Securities and Exchange Commission (SEC)
Effective October 1st, the SEC registration fee will decrease to $109.10...more
The SEC has proposed to amend Form 13F to update the reporting threshold for institutional investment managers from $100 million to $3.5 billion. The threshold has not been adjusted in over 40 years. Section 13(f) of the...more
On June 23, 2020, the SEC issued new guidance for companies’ disclosure considerations regarding operations, liquidity and capital resources in light of COVID-19. The guidance, which largely reiterates similar themes as the...more
The SEC staff has issued new guidance regarding companies’ disclosure considerations regarding operations, liquidity and capital resources in light of COVID-19. The guidance, which largely reiterates the same themes as the...more
In May 2020, the Securities and Exchange Commission approved amendments to the requirements for financial statements relating to acquisitions and dispositions of businesses, including real estate operations, in Regulation S-X...more
6/24/2020
/ Acquisitions ,
Amended Regulation ,
Audit Reports ,
Disclosure Requirements ,
Financial Statements ,
Form 8-K ,
GAAP ,
IASB ,
IFRS ,
Pro Forma Financial Information ,
Proxy Statements ,
Regulation S-X ,
Securities and Exchange Commission (SEC)
The Nasdaq Stock Market is temporarily providing an exception from shareholder approval requirements for certain common stock issuances, permitting companies to raise capital quickly to continue running their businesses. The...more
The Nasdaq Stock Market is temporarily providing an exception from shareholder approval requirements for certain common stock issuances, permitting companies to raise capital quickly to continue running their businesses. The...more
As described in our client alert, “Updates to SEC Guidance on Shareholder Meetings and Filing Deadlines; NYSE and Nasdaq Provide Temporary Suspension of Continued Listing Requirements,” in response to the COVID-19 pandemic,...more
Since we first reported on Securities and Exchange Commission COVID-19-related relief and guidance regarding shareholder meetings and filing deadlines, the SEC staff has further updated its relief and guidance for public...more
Effective April 16, 2020, in response to the COVID-19 pandemic, and the resulting related market conditions, Nasdaq is providing temporary relief from the continued listing bid price (i.e., the minimum bid price of a...more
The Chair of the SEC and the Director of the SEC’s Division of Corporation Finance put out an unusual joint statement emphasizing the importance of disclosures about the potential impacts of COVID-19, particularly in light of...more
As a follow up to the SEC’s previous acknowledgement of processing challenges due to coronavirus issues in preparing Form IDs to obtain EDGAR codes, the SEC has adopted a temporary final rule that provides relief from the...more
The SEC has acknowledged that the COVID-19 public health crisis is presenting challenges for some entities and individuals applying for EDGAR codes. In particular, they are having difficulty meeting the notary requirement in...more
The Securities and Exchange Commission recently adopted amendments to the definitions of “accelerated filer” and “large accelerated filer” that will allow more public companies to qualify as non-accelerated filers, providing...more