Corporate & Financial Weekly Digest

Corporate & Financial Weekly Digest

Tag Archives: SEC

SEC Approves Pricing Disclosures for Fixed Income Securities

Posted in Broker-Dealer
The Securities and Exchange Commission has approved amendments to Financial Industry Regulatory Authority (FINRA) Rule 2232 (Customer Confirmations) that require FINRA-member firms to disclose additional information to retail customers with respect to transactions in certain fixed income securities (the “Final Rules”). The Final Rules require the disclosure in customer confirmations of (1) the mark-up or… Continue Reading

FINRA Files Proposed Rules With The SEC To Implement Consolidated Audit Trail Plan

Posted in Broker-Dealer
The Financial Industry Regulatory Authority (FINRA) has filed proposed rules with the Securities and Exchange Commission to adopt FINRA Rule 6800 Series, which is designed to implement the compliance rule regarding the National Market System (NMS) Plan Governing the Consolidated Audit Trail. Pursuant to Regulation NMS, various exchanges have filed with the SEC a plan to… 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 Simplifies Process for Electronically Filing Broker-Dealer Annual Reports

Posted in Broker-Dealer, Derivatives
The Division of Trading and Markets (Division) of the Securities and Exchange Commission has updated its no-action relief to broker-dealers and over-the-counter (OTC) derivatives dealers from the requirement to file annual and supplemental reports with the SEC in paper form. The Division had previously issued a no-action letter in December 2015 that provided relief to… 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

MSRB Revises Customer Complaint and Related Recordkeeping Rules

Posted in Broker-Dealer
The Securities and Exchange Commission has approved the Municipal Securities Rulemaking Board’s (MSRB’s) revisions to its customer complaint and related recordkeeping rules. The MSRB has modernized the rules and extended their application to municipal advisors as follows: The MSRB extended its customer complaint recordkeeping requirements to all municipal advisors, including non-solicitor and solicitor municipal advisors.… 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

ISS Releases 2017 Proxy Voting Guideline Updates

Posted in SEC/Corporate
On November 21, ISS published its 2017 Proxy Voting Guideline Updates, which will be in effect for meetings held on or after February 1, 2017. The US 2017 updates cover numerous policies, with significant changes summarized below: Restricting Binding Shareholder Proposals ISS introduced a new policy to recommend against or withhold from members of the… Continue Reading

Glass Lewis Releases 2017 Proxy Season Guidelines

Posted in SEC/Corporate
On November 18, Glass Lewis released its 2017 U.S. Proxy Season Guidelines. The guidelines are a detailed overview of the key policies Glass Lewis applies when analyzing individual companies and are formally updated on an annual basis. One of the more significant changes to the Glass Lewis Guidelines is the director overboarding policy. Under this… Continue Reading

SEC Division of Corporation Finance Issues New C&DIs Relating to Tender Offer Rules

Posted in SEC/Corporate
On November 18, the Division of Corporation Finance of the Securities and Exchange Commission issued seven new Compliance and Disclosure Interpretations (C&DIs): 1) two new C&DIs with respect to the tender offer rules under Section 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14D; and 2) five new… Continue Reading

SEC Division of Corporation Finance Issues C&DIs on Offerings Under Regulation A and Regulation D

Posted in SEC/Corporate
On November 17, the staff of the Division of Corporation Finance of the Securities and Exchange Commission issued four new Compliance and Disclosure Interpretations (C&DIs), three of which relate to offerings under Regulation A and one of which relates to offerings under Regulation D under the US Securities Act of 1933 (the “Securities Act”).… Continue Reading

SEC Division of Corporation Finance Issues Revised and Additional C&DIs Relating to Form S-8

Posted in SEC/Corporate
On November 9, the Division of Corporation Finance of the Securities and Exchange Commission issued two revised and two new Compliance and Disclosure Interpretations (C&DIs) with respect to (1) Form S-8, which is used by publicly traded companies to register securities that will be offered pursuant to employee plans, and (2) the transfer of registration… Continue Reading

SEC Approves Plan To Create Consolidated Audit Trail

Posted in Broker-Dealer
On November 15, the Securities and Exchange Commission approved the consolidated audit trail (CAT) plan proposed by the self-regulatory organizations (SROs).  As specified by the CAT plan, the CAT will be designed to create a central repository to track all trading activity in national market system (NMS) securities, including options and equity securities.… Continue Reading

SEC Proposes Amendments To Require Universal Proxy Cards in Contested Elections

Posted in SEC/Corporate
On October 26, the Securities and Exchange Commission voted to propose amendments to the proxy rules that would require the use of universal proxy cards in contested elections (i.e., in a contested election, shareholders would be provided with a proxy card that contains the names of both the management nominees and one or more dissident… Continue Reading

SEC Adopts Amendments to Rules 147 and 504, Adopts Rule 147A and Repeals Rule 505

Posted in SEC/Corporate
On October 26, the Securities and Exchange Commission adopted final rules amending (1) Rule 147 promulgated under the Securities Act of 1933 (Securities Act) to modernize the existing safe harbor under Section 3(a)(11) of the Securities Act for intrastate securities offerings and (2) Rule 504 of Regulation D under the Securities Act to assist capital… Continue Reading

SEC Division of Corporation Finance Issues C&DIs on Exempt Offerings Under Rule 701 and Sales of Securities Under Rule 144(d)

Posted in SEC/Corporate
On October 19, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the Staff) issued one new Compliance and Disclosure Interpretation (C&DI) and two revised C&DIs. Revised C&DI 271.04 and new C&DI 271.24 relate to exempt offerings and sales of securities under Rule 701 of the Securities Act of 1933… Continue Reading

SEC Approves Amendments to Rules Governing Communications With the Public

Posted in Broker-Dealer
On October 26, the Financial Industry Regulatory Authority announced that the Securities and Exchange Commission approved amendments to the FINRA rules governing communications with the public. The amendments revise the filing requirements in FINRA Rule 2210 (Communications with the Public) and Rule 2214 (Requirements for the Use of Investment Analysis Tools) and the content and… Continue Reading