Jonathan H. Bernstein

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On August 31, 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 $100.70 per million dollars of securities registered to $115.90 per million dollars of securities, an increase of approximately 15 percent. This increase in the SEC registration statement filing fee follows a decrease in the filing fee from fiscal year 2015 to fiscal year 2016 of approximately 13 percent. This fee rate adjustment applies to the filing fee under Section 6(b) of the Securities Act of 1933 applicable to the registration of securities, the filing fee under Section 13(e) of the Securities Exchange Act of 1934 (Exchange Act) applicable to the repurchase of securities, and the filing fee under Section 14(g) of the Exchange Act applicable to proxy solicitations and statements in corporate control transactions.
Continue Reading SEC Increases Registration Statement Filing Fees for Fiscal Year 2017

On June 23, the Staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission released new Compliance and Disclosure Interpretations (C&DIs) relating to Rule 701 of the Securities Act of 1933, as amended, primarily in the context of a merger transaction.
Continue Reading SEC Division of Corporation Finance Issues C&DIs on Application of Rule 701

On June 16, 2016, the Securities and Exchange Commission proposed rules (Proposed Rules) to modernize the property disclosure requirements for mining companies under Item 102 of Regulation S-K. The Proposed Rules would also rescind Industry Guide 7 and add a new subpart to Regulation S-K to incorporate the SEC’s mining property disclosure requirements. In its press release announcing the Proposed Rules, the SEC Chair noted that the Proposed Rules would align Regulation S-K with “global standards and give investors more comprehensive information of a registrant’s mining properties that they can use to make informed investment decisions.”
Continue Reading SEC Proposes Rules Updating Mining Registrant Disclosure Requirements

On June 14, the Federal Court of Appeals for the District of Columbia (the DC Circuit) rejected challenges from the State of Montana and the Commonwealth of Massachusetts to Regulation A+’s preemption of state securities “blue sky” registration and qualification requirements in Tier-2 offerings under Regulation A+. As previously reported in the June 5, 2015…

On June 1, the Securities and Exchange Commission adopted an interim final rule (Rule), as mandated by the Fixing America’s Surface Transportation Act (FAST Act), that amends Form 10-K to permit, but not require, issuers to provide a summary of business and financial information contained in the annual report pursuant to new Item 16. Rather than establishing rules regarding the length or content of the summary, the Rule (which became effective on June 9) is principles-based and grants each issuer flexibility in preparing a summary, so long as the information is presented fairly and accurately.
Continue Reading SEC Adopts Amendment to Form 10-K Permitting the Summary of Business and Financial Information

On May 9, the Securities and Exchange Commission adopted the proposed new rules and related amendments to auditing standards (Rules). As reported in the January 8 edition of Corporate and Financial Weekly Digest, the Public Company Accounting Oversight Board (PCAOB) adopted and proposed the Rules for SEC approval to provide investors with more information about who participates in public company audits.
Continue Reading SEC Approves PCAOB Rules Requiring Disclosure of Audit Participants

As previously reported in the Corporate and Financial Weekly Digest edition of October 30, 2015, the Securities and Exchange Commission’s Division of Corporation Finance (“Division”) issued Staff Legal Bulletin No. 14H (SLB 14H) on October 22, 2015. SLB 14H established a new standard for determining when a shareholder proposal conflicts with a company proposal (providing that a direct conflict would exist if a reasonable shareholder could not logically vote for both proposals) and therefore may be excluded from the company’s proxy statement under Rule 14a-8(i)(9).
Continue Reading SEC Issues No-Action Relief Pursuant to Rule 14a-8(i)(9)

On February 12, the Securities and Exchange Commission’s Division of Corporation Finance (the Division) posted on its website 18 no-action letters relating to the exclusion of proxy access shareholder proposals under Rule 14a-8(i)(10). Rule 14a-8(i)(10) permits a company to exclude a shareholder proposal from its proxy statement if “the company has already substantially implemented the proposal.” In 15 of the 18 letters, the SEC granted issuers requested no-action relief, allowing them to exclude the shareholder proposals. In each case, the shareholder proposal sought adoption of a bylaw amendment that would permit shareholders holding a requisite threshold of shares to nominate board candidates for inclusion in the issuer’s proxy statement (i.e., a proxy access bylaw proposal).
Continue Reading SEC Issues No-Action Letters With Respect to Rule 14a-8(i)(10)

On December 15, 2015, the Public Company Accounting Oversight Board (PCAOB) adopted new rules and related amendments to auditing standards (Rules) to provide investors with more information about who participates in public company audits, facilitating greater transparency to investors.
Continue Reading PCAOB Adopts New Rules Requiring Disclosure of Participants in an Audit

On November 16, Securities and Exchange Commissioner Michael Piwowar addressed the 34th Annual Current Financial Reporting Issues Conference in New York to share his views on the current and future state of financial reporting. Commissioner Piwowar focused his remarks on three areas: (1) the future role of international financial reporting standards (IFRS) for financial statements filed with the Securities and Exchange Commission; (2) improving the quality of interactive data filed in reports with the SEC; and (3) the SEC’s efforts to improve corporate disclosures and his personal concerns that special interests have “corrupted the disclosure process to the detriment of investors.” 
Continue Reading SEC Commissioner Piwowar Speaks at Current Financial Reporting Issues Conference