Companies May Extend Disclosure Deadlines and Implement Changes to Annual Meetings; SEC Reminds Companies of Disclosure Obligations -
The Securities and Exchange Commission recently announced that it is providing...more
3/23/2020
/ Annual Meeting ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Filing Deadlines ,
Filing Requirements ,
Form 10-K ,
Form 20-F ,
Form 8-K ,
Relief Measures ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Shareholder Meetings ,
Shareholders ,
Virtual Meetings
In light of coronavirus concerns, the SEC issued some guidance and relief from filing conditions for companies thinking of switching to virtual shareholder meetings or delaying their meetings after their initial proxy...more
The SEC’s Division of Corporation Finance published additional guidance regarding disclosure obligations that companies should consider with respect to intellectual property and technology risks that may occur when they...more
The SEC’s EDGAR system will be closed on Tuesday, December 24, 2019, and Wednesday, December 25, 2019, due to the closure of the federal government on those two days. As a result, on December 24 and 25, 2019...more
The SEC today proposed amendments to the definition of “accredited investor,” one of the principal tests for who is eligible to participate in exempt private placements of securities. According to the SEC, the proposed...more
12/19/2019
/ Accredited Investors ,
Comment Period ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Company Act of 1940 ,
Limited Liability Company (LLC) ,
Private Placements ,
Professional Certifcates ,
Proposed Amendments ,
Public Comment ,
Qualified Institutional Buyers ,
Rule 144A ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
If a wire transfer of SEC filing fees does not contain the required information in the proper format, the acceptance of your filing could be delayed. It is critical that you provide to your sending bank or wire transfer...more
On October 24, 2019, the SEC proposed amendments (https://www.sec.gov/rules/proposed/2019/33-10720.pdf) that would modernize filing fee disclosure and payment methods for most SEC forms that require fees to be paid...more
On September 25, 2019 the SEC adopted a new rule 163B that extends a “test-the-waters” accommodation—currently a tool available to emerging growth companies or “EGCs”—to all issuers....more
As a reminder, effective on Tuesday, October 1st, the SEC’s registration fees will increase to $129.80/million dollars registered, an increase from $121.20/million dollars registered....more
The SEC yesterday requested public comment on ways to simplify, harmonize, and improve the exempt offering framework to expand private investment opportunities while maintaining appropriate investor protections and to promote...more
6/20/2019
/ Capital Formation ,
Closed-End Funds ,
Comment Period ,
Crowdfunding ,
Investment Adviser ,
Investors ,
Pooled Investment Vehicles ,
Private Investment Funds ,
Public Comment ,
Regulation A ,
Rule 504 ,
Rule 506 ,
Securities and Exchange Commission (SEC)
The SEC today voted to propose amendments to the definitions of "accelerated filer" and "large accelerated filer," which are used to determine, among other things, the filing deadlines for periodic reports and the requirement...more
5/10/2019
/ Accelerated Filers ,
Audits ,
Financial Reporting ,
ICFR ,
Internal Controls ,
Proposed Amendments ,
Public Comment ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
Threshold Requirements
The Securities and Exchange Commission proposed amendments to the financial disclosure requirements in Rules 3-05, 3-14, and Article 11 of Regulation S-X, as well as related rules and forms, for financial statements of...more
The Securities and Exchange Commission recently adopted amendments to modernize and simplify disclosure requirements for public companies. The changes made will have a broad impact on many rules and forms, primarily by...more
4/4/2019
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-K ,
Investment Adviser ,
Investment Companies ,
MD&A Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
Yesterday, December 18, 2018 (without a meeting), the SEC approved final rules to require companies to disclose in proxy or information statements for the election of directors any practices or policies regarding the ability...more
The SEC has issued a comment release soliciting input on many questions related to quarterly reporting. The release covers a lot of possible scenarios, any or none of which may occur. The format, as with many releases of this...more
ISS has announced its 2019 updates to its proxy voting policies, which are generally applicable to shareholder meetings to be held on or after February 1, 2019....more
The SEC today issued final rules to amend Securities Act Rule 701, which provides an exemption from registration for securities issued by private companies pursuant to compensatory arrangements, such as equity plans. As...more
7/18/2018
/ Amended Rules ,
Disclosure Requirements ,
Economic Growth Regulatory Relief and Consumer Protection Act ,
Form S-8 ,
Gig Economy ,
Goods or Services ,
Public Comment ,
Public Offerings ,
Registration Requirement ,
Regulatory Agenda ,
Rule 701 ,
Securities and Exchange Commission (SEC) ,
Threshold Requirements
The Securities and Exchange Commission has approved amendments to its "smaller reporting company" (SRC) definition, which, effective on or around September 10, 2018, will expand the number of companies that qualify for...more
The SEC today approved amendments to the "smaller reporting company" definition to expand the number of companies that qualify for certain existing scaled disclosure accommodations. The new smaller reporting company...more
Today the SEC adopted amendments to eXtensible Business Reporting Language (XBRL) requirements for operating companies and funds. The amendments are intended to improve the quality and accessibility of XBRL data by replacing...more
The SEC posted today, February 21, 2018 an interpretive release regarding its latest guidance public companies’ disclosure obligations under existing law with respect to matters involving cybersecurity risk and incidents. It...more
We regularly have conversations with our clients about whether particular non-public information is "material," who at the company knows about such information and whether certain individuals should be allowed to engage in...more
Yesterday, the SEC announced that in fiscal year 2018 the fees that public companies and other issuers pay to register their securities with the Commission will be set at $124.50 per million dollars...more
As of July 10th, the SEC’s Division of Corporation Finance will permit all companies to submit draft registration statements relating to initial public offerings for review on a non-public basis...more
The Public Company Accounting Oversight Board has approved a new standard (though still subject to SEC approval) designed to enhance the relevance and usefulness of the Auditor's Report with additional information for...more