Corporate & Financial Weekly Digest

Corporate & Financial Weekly Digest

Category Archives: SEC/Corporate

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US District Court Holds That Discretionary Tax Withholding is Exempt Under 16b-3

Posted in SEC/Corporate
Several companies have received shareholder letters seeking to recover short-swing profits from insiders under Section 16(b) of the Securities Exchange Act of 1934, alleging that such insiders made non-exempt purchases of stock within six months of having shares withheld either for payment of the exercise price of employee stock options or to satisfy tax liabilities… Continue Reading

Hinman Named Director of Division of Corporation Finance

Posted in SEC/Corporate
On May 9, the Securities and Exchange Commission announced that William H. Hinman will be named the new director of the SEC’s Division of Corporation Finance. Mr. Hinman was most recently a partner at Simpson Thacher & Bartlett LLP, where he advised public and private companies in corporate finance matters and boards of directors on… Continue Reading

NYSE Issues Proposed Rule to Allow Listing Without an IPO

Posted in SEC/Corporate
On March 13, the New York Stock Exchange (NYSE) issued a proposed rule to amend the provisions related to the qualification of companies listing without a prior registration under the Securities Exchange Act of 1934 (Exchange Act). This proposed rule amends Footnote (E) of Section 102.01B of the NYSE Listed Company Manual (Footnote (E)) and… Continue Reading

Final Report Issued by SEC-Government-Business Forum on Small Business Capital Formation

Posted in SEC/Corporate
In March 2017, the Government-Business Forum on Small Business Capital Formation of the Securities and Exchange Commission published its final report from the 2016 forum held on November 17, 2016. The forum is held annually “to provide a platform to highlight perceived unnecessary impediments to small business capital formation.” Each year the SEC’s Office of… Continue Reading

SEC Division of Corporate Finance Issues New C&DIs on “Regulation A+” and Regulation Crowdfunding

Posted in SEC/Corporate
The Securities and Exchange Commission’s Division of Corporation Finance recently issued new compliance and disclosure interpretations (C&DIs) related to so-called “Regulation A+” and Regulation Crowdfunding promulgated under the Jumpstart Our Business Startups (JOBS) Act. The C&DIs pertaining to Regulation Crowdfunding were issued on the same day as the SEC’s announcement of the adoption of technical… Continue Reading

SEC Division of Corporation Finance Provides Update on Conflict Minerals Rule

Posted in SEC/Corporate
On April 7, the Securities and Exchange Commission Division of Corporation Finance (the Division) issued a statement regarding the effect of recent judicial action with respect to the SEC’s conflict minerals rule. In its statement, the Division clarified that, in light of the uncertainty regarding the rule, subject to further review, the Division will not… Continue Reading

SEC Adopts Technical Amendments to JOBS Act Rules

Posted in SEC/Corporate
On March 31, the Securities and Exchange Commission adopted technical amendments to rules adopted by the SEC under the Jumpstart Our Business Startups Act (JOBS Act). These technical amendments include, among others, an increase in the revenue cap for determining emerging growth company (EGC) status; an increase of the amount of money companies can raise… Continue Reading

SEC Adopts Amendment to Shorten Settlement Cycle for Securities Transactions

Posted in Broker-Dealer, SEC/Corporate
On March 22, the Securities and Exchange Commission adopted an amendment to Rule 15c6-1(a) that shortens the standard settlement cycle for most broker-dealer securities transactions from three business days (known as T+3) to two business days (or T+2). Specifically, the rule, as amended, would prohibit a broker-dealer from entering into a contract for or effecting… Continue Reading

SEC Adopts Rule Requiring Hyperlinks to Exhibits Incorporated by Reference in SEC Filings

Posted in SEC/Corporate
On March 1, in an effort to provide investors with easier access to exhibits to registration statements and periodic reports that are incorporated by reference from earlier filings, the Securities and Exchange Commission adopted rule and form amendments that require issuers to include hyperlinks to the originally filed exhibits. This requirement will apply to filings… Continue Reading

Acting SEC Chairman Piwowar Makes Remarks at the 2017 SEC Speaks Conference, Including With Respect to “Accredited Investor” Definition

Posted in SEC/Corporate
Acting SEC Chairman Michael S. Piwowar spoke at the SEC Speaks Conference on February 24, offering his remarks on a variety of topics, including the SEC’s disclosure regime and “non-material” disclosure requirements (referring specifically to conflict minerals, pay ratio and resource extraction disclosure requirements) and the assessment of corporate penalties for wrongdoing, among others. Commissioner… Continue Reading

SEC Solicits Comment on Industry Guide 3

Posted in SEC/Corporate
The Securities and Exchange Commission is engaged in a broad-based review of its disclosure regime, including its industry guides (which are disclosure policies applicable to registrants in specified industries). As part of that effort, on March 1, the SEC voted to solicit public input on whether Industry Guide 3 (which relates to statistical disclosure by… Continue Reading

SEC Issues Inline XBRL Proposed Rule and Publishes International Financial Reporting Standards (IFRS) Taxonomy

Posted in SEC/Corporate
On March 1, the Securities and Exchange Commission announced a proposed rule that would require the use of Inline XBRL (embedding XBRL data directly into filings, rather than as attachments) and would eliminate the requirement that filers provide XBRL data on their websites. The public comment period on the proposed rule is open until April… Continue Reading

Acting SEC Chair Directs Staff to Reconsider Pay Ratio Disclosure Rule

Posted in Dodd-Frank Developments, SEC/Corporate
On February 6, the acting Securities and Exchange Commission Chairman, Michael Piwowar, issued a statement soliciting public comment on “unexpected challenges” that issuers have experienced in anticipation of complying with the pay ratio disclosure rule and directing the SEC staff to reconsider the implementation of the rule. The pay ratio disclosure rule, adopted to implement… Continue Reading

SEC Releases Rule 504 Small Entity Compliance Guide for Issuers

Posted in SEC/Corporate
The Securities and Exchange Commission recently released a Small Entity Compliance Guide for Issuers, which provides a brief summary of Rule 504 of Regulation D and its requirements. Rule 504 provides an exemption from the registration requirements under the Securities Act of 1933 for private issuers. As discussed in the November 4, 2016 edition of… Continue Reading

Acting SEC Chair Directs Staff to Reconsider Rule on Conflict Minerals

Posted in SEC/Corporate
On January 31, the acting Securities and Exchange Commission Chairman, Michael Piwowar, issued a statement announcing that he directed the staff of the SEC to reconsider the rule on conflict minerals, including the agency’s 2014 guidance on such rule. As discussed in the August 24, 2012 edition of the Corporate & Financial Weekly Digest, the… Continue Reading

SEC Updates to Form PF FAQs

Posted in SEC/Corporate
On January 18, the Securities and Exchange Commission’s Division of Investment Management updated its Form PF FAQs. Registered investment advisers managing private funds with at least $150 million in private fund assets under management are required to complete and file a Form PF. The new FAQs provide additional guidance on the form regarding both general… Continue Reading

President-Elect Trump Nominates Clayton as SEC Chair

Posted in SEC/Corporate
On January 4, President-elect Donald Trump announced his nomination of Jay Clayton to serve as chair of the Securities and Exchange Commission, subject to confirmation by the Senate. A partner at Sullivan & Cromwell, Mr. Clayton’s practice involves public and private mergers and acquisitions transactions, capital markets offerings and public and private investments. If confirmed,… Continue Reading

SEC Division of Corporation Finance Issues 35 New C&DIs Regarding Foreign Private Issuers, QIBs and Offshore Offerings

Posted in SEC/Corporate
On December 8, the staff (Staff) of the Securities and Exchange Commission’s Division of Corporation Finance issued 35 new Compliance and Disclosure Interpretations (C&DIs) with respect to foreign private issuers, qualified institutional buyers and offshore offerings.… Continue Reading

Supreme Court Rules on Insider Trading Involving Family and Friends

Posted in SEC/Corporate
In its first insider trading decision in nearly two decades, the US Supreme Court ruled unanimously to uphold an insider trading conviction of an individual (tippee) who traded while aware of material non-public information (MNPI) received from a friend (tipper) who did not receive a financial benefit for providing the tip. Salman v. United States,… Continue Reading

Director of SEC Division of Corporation Finance, Keith Higgins, To Leave SEC

Posted in SEC/Corporate
On December 6, the Securities and Exchange Commission announced that Keith F. Higgins, director of the Division of Corporation Finance (Division), plans to depart the SEC in early January 2017. Among Mr. Higgins’ many accomplishments, as noted in the SEC’s press release, Mr. Higgins led the SEC’s implementation of significant rulemaking under the Dodd-Frank Wall… Continue Reading