Corporate & Financial Weekly Digest

Corporate & Financial Weekly Digest

Tag Archives: SEC

SEC-Proposed Amendments to Modernize, Simplify and Increase the Accessibility of Required Disclosure

Posted in SEC/Corporate
As previously reported in the October 13, 2017 edition of Corporate & Financial Weekly Digest, on October 11, the Securities and Exchange Commission proposed amendments (the Proposal) to modernize and simplify disclosure requirements in Regulation S-K, and related rules and forms. The Proposal is intended to reduce registrants’ burden and costs to comply with the… Continue Reading

SEC Announces Rule Proposal to Modernize, Simplify and Increase the Accessibility of Required Disclosure

Posted in SEC/Corporate
On October 11, the Securities and Exchange Commission issued a press release announcing that it voted to propose amendments to modernize and simplify disclosure requirements in Regulation S-K, and related rules and forms, by updating, streamlining or otherwise improving the SEC’s disclosure framework “in a manner that reduces the costs and burdens on registrants while… Continue Reading

SEC Approves FINRA Registration, Qualification and Continuing Education Rules

Posted in Broker-Dealer
The Securities and Exchange Commission has approved the Financial Industry Regulatory Authority rules that (1) consolidate the National Association of Securities Dealers (NASD) and Incorporated New York Stock Exchange registration rules, as well as existing FINRA rules; (2) restructure the representative-level qualification examination requirements; and (3) amend continuing education requirements. The rules will become effective… Continue Reading

SEC Provides Regulatory Relief to Companies Impacted by Recent Hurricanes

Posted in SEC/Corporate
On September 28, the Securities and Exchange Commission (SEC) announced its issuance of an order and its adoption of interim final temporary rules to provide regulatory relief to companies, including publicly traded companies, investment companies, accountants and transfer agents, affected by Hurricanes Harvey, Irma and Maria. The order and interim rules conditionally exempt affected persons… Continue Reading

SEC Approves FINRA Rule Change to Subject Capital Acquisition Brokers to Pay-to-Play Rules

Posted in Broker-Dealer
On September 29, the Securities and Exchange Commission approved the rule proposal of the Financial Industry Regulatory Authority to subject capital acquisition brokers (CABs) to the same pay-to-play restrictions already applicable to non-CAB member firms. As explained in more detail in this Katten advisory, CABs are FINRA members that are engaged in a limited range… Continue Reading

SEC and Division of Corporation Finance Issue New Pay Ratio Disclosure Guidance

Posted in SEC/Corporate
On September 21, the Securities and Exchange Commission (SEC) issued an interpretive release (available here) regarding compliance with Item 402(u) of Regulation S-K (the Pay Ratio Disclosure Rule), which sets forth the requirement that each registrant disclose the ratio of the compensation of its principal executive officer (PEO) to its median employee’s compensation. In the… Continue Reading

Implementation of Pay Ratio Disclosure Requirement Not Expected to Be Delayed

Posted in SEC/Corporate
On September 15, at the ABA Business Law Section Annual Meeting, the Securities and Exchange Commission (SEC) Division of Corporation Finance (Division) Director Bill Hinman provided remarks on various matters, including the Division’s focus on capital formation-related matters. Of particular note, Director Hinman indicated that he expects that Item 402 of Regulation S-K (the Pay… Continue Reading

SEC Division of Corporation Finance Issues New C&DIs on “Regulation A+”

Posted in SEC/Corporate
The Securities and Exchange Commission’s (SEC) Division of Corporation Finance (Division) recently issued three new Compliance and Disclosure Interpretations (C&DIs) related to so-called “Regulation A+.” The new C&DIs address the following issues (among others): C&DI 182.21 provides that a Regulation A issuer that registers a class of its securities pursuant to the Securities Exchange Act… Continue Reading

FINRA Delays Rule 4210 Margining of Covered Agency Transactions to June 2018

Posted in Broker-Dealer
On September 19, the Financial Industry Regulatory Authority (FINRA) took action to delay until June 25, 2018, the implementation of margin requirements for Covered Agency Transactions under FINRA Rule 4210. As defined in the amendments to FINRA Rule 4210, adopted in 2016, Covered Agency Transactions include (1) To Be Announced (TBA) transactions, inclusive of adjustable… Continue Reading

SEC Commissioners Announce Search for First-Ever Advocate for Small Business Capital Formation

Posted in SEC/Corporate
On September 13, the Commissioners of the Securities and Exchange Commission (SEC) announced the launch of a nationwide search for candidates to fill the new senior executive position of Advocate for Small Business Capital Formation. The position will be responsible for establishing and overseeing a new SEC office—the Office of the Advocate for Small Business… Continue Reading

SEC Issues Statement on September 5 Implementation of “T+2” Settlement Cycle for Securities Transactions

Posted in SEC/Corporate
As previously discussed in the March 24 edition of the Corporate & Financial Weekly Digest, the Securities and Exchange Commission (SEC), on March 22, adopted an amendment to Rule 15c6-1(a) that has shortened the standard settlement cycle for most broker-dealer securities transactions from three days (known as T+3) to two days (known as T+2), effective… Continue Reading

NYSE Issues Proposed Amendment to Limit Issuance of Material News After Market Close

Posted in SEC/Corporate
On August 18, the New York Stock Exchange (NYSE) issued a proposed amendment to Section 202.06 of the NYSE Listed Company Manual, which would prohibit the issuance of material news by a listed company between the official closing time of the NYSE’s trading session until the earlier of the publication of such company’s official closing… Continue Reading

2017 Amendments to the Delaware General Corporation Law

Posted in SEC/Corporate
In its most recently completed session, the Delaware state legislature adopted amendments to various provisions of the Delaware General Corporation Law (DGCL). These amendments became effective August 1. While many of the amendments were technical in nature (e.g., amendments to the merger provisions of DGCL §§ 252, 253, 258 and 267 to consistently use the… Continue Reading

Second Circuit Issues Key Ruling Regarding Personal Benefit Requirement for Insider Trading Liability

Posted in SEC/Corporate
In United States vs. Martoma, issued on August 23, the Second Circuit reexamined its standard for evaluating liability for insider trading under Section 10(b) of the Securities Exchange Act of 1934 and SEC Rule 10b-5. In particular, the Second Circuit clarified the personal benefit requirement for a finding of tippee liability. A tippee violates Section… Continue Reading

SEC Division of Corporation Finance Issues New and Updated C&DIs on Omission of Financial Information from Draft Registration Statements

Posted in SEC/Corporate
Since the adoption of the Fixing America’s Surface Transportation Act (FAST Act) on December 4, 2015, the Division of Corporation Finance (the Division) of the Securities and Exchange Commission has issued six Compliance and Disclosure Interpretations (C&DIs) relating to the FAST Act, the first two of which were summarized in the Corporate and Financial Weekly… Continue Reading

Speech From the Office of the Investor Advocate Addresses FASB’s Proposals Regarding the Definition of Materiality

Posted in SEC/Corporate
On August 22, the Investor Engagement Advisor in the Office of the Investor Advocate, Stephen Deane, gave a speech to the Tulsa chapter of the Institute of Management Accountants in which, among other things, he addressed two proposals by the Financial Accounting Standards Board (FASB) to revise the definition of materiality under generally accepted accounting… Continue Reading

SEC Approves NYSE Amendments Regarding Notice Related to Dividends and Stock Distributions

Posted in SEC/Corporate
On August 14, the Securities and Exchange Commission approved a rule change which will now require New York Stock Exchange (NYSE)-listed companies to provide notice to the NYSE at least 10 minutes prior to any public announcement regarding dividends or stock distributions, whether or not such notice would be made after NYSE trading hours. The… Continue Reading

SEC Increases Registration Statement Filing Fees for Fiscal Year 2018

Posted in SEC/Corporate
On August 24, the Securities and Exchange Commission announced that, effective October 1, the fees that public companies and other issuers pay to register their securities with the SEC will increase from $115.90 per million dollars of securities registered to $124.50 per million dollars of securities, an increase of approximately seven percent. This increase in… Continue Reading

SEC Expands Nonpublic Review of Draft Registration Statements

Posted in SEC/Corporate
As previously reported in the July 7 edition of the Corporate and Financial Weekly Digest, the Division of Corporation Finance (the Division) of the Securities and Exchange Commission announced that, on July 10, the Division began to permit all issuers to confidentially submit to the Division, for nonpublic review, draft registration statements in connection with… Continue Reading

FINRA Proposes Rule Change to Subject Capital Acquisition Brokers to Pay-to-Play Rules

Posted in Broker-Dealer
On August 17, the Financial Industry Regulatory Authority (FINRA) proposed rule amendments to apply its established “pay-to-play” rules to capital acquisition brokers (CABs) that engage in distribution to, or solicitation of, government entities on behalf of investment advisers for compensation. CABs are FINRA members that are engaged in a limited range of broker-dealer activities, such… Continue Reading

SEC Issues Risk Alert on Observations From Cybersecurity Examinations

Posted in Investment Companies and Investment Advisers
On August 7, the Securities and Exchange Commission’s Office of Compliance Inspections and Examinations (OCIE) issued a Risk Alert summarizing observations of its second round of cybersecurity focused examinations (Cybersecurity 2 Initiative) to assess financial services firms’ practices and legal and compliance issues related to cybersecurity preparedness. The Cybersecurity 2 Initiative is built upon OCIE’s… Continue Reading

SEC Staff Issues Information Update for Advisers Filing Certain Form ADV Amendments

Posted in Investment Companies and Investment Advisers
The staff of the Securities and Exchange Commission’s Division of Investment Management (Staff) has issued an Information Update regarding the SEC’s recently adopted amendments to Form ADV, which will go into effect on October 1. After this date, any adviser filing an initial Form ADV or an amendment to an existing Form ADV must provide… Continue Reading