Corporate & Financial Weekly Digest

Corporate & Financial Weekly Digest

Jonathan D. Weiner

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SEC Proposes To Expand “Test-the-Waters” Reforms to All Issuers

Posted in SEC/Corporate
On February 19, the Securities and Exchange Commission proposed Rule 163B under the Securities Act of 1933, which would permit any issuer, and any underwriter or other person acting on an issuer’s behalf, to communicate with qualified institutional buyers (QIBs) and institutional accredited investors (IAIs) regarding a potential public offering prior to or following the… 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

SEC Staff Issues Three No-Action Letters Regarding Proxy Access Proposals

Posted in SEC/Corporate
On September 27, the staff (Staff) of the Securities and Exchange Commission’s Division of Corporation Finance issued three no-action letters relating to proxy access proposals. In two of the no-action letters, the Staff stated that it would not recommend enforcement action if the company seeking no action relief omitted proposals to adopt proxy access bylaws… Continue Reading

SEC Division of Corporation Finance Issues 12 New and Revised C&DIs Regarding Non-GAAP Measures

Posted in SEC/Corporate
As noted in the May 13 edition of Corporate and Financial Weekly Digest, SEC Chair Mary Joe White, Deputy Chief Accountant Wesley R. Bricker and other high-ranking members of the staff of the SEC have expressed concerns regarding non-GAAP disclosure practices. Correspondingly, on May 17, the Securities and Exchange Commission’s Division of Corporation Finance issued… Continue Reading

SEC Deputy Chief Accountant Discusses Use of Non-GAAP Measures

Posted in SEC/Corporate
In a May 5 speech at the 2016 Baruch College Financial Reporting Conference, Wesley Bricker, deputy chief accountant at the Securities and Exchange Commission, discussed his observations regarding the use of non-generally accepted accounting principles (GAAP) financial measures, the transition to new standards for revenue recognition and leases, and the Financial Accounting Standards Board’s (FASB)… Continue Reading

SEC Proposes Amendments to Rules 147 and 504

Posted in SEC/Corporate
On October 30, the Securities and Exchange Commission proposed amendments to modernize: (1) Rule 147, promulgated under the Securities Act of 1933 (Securities Act) as a safe harbor exempting intrastate offerings from federal registration under the Securities Act, to further facilitate intrastate offerings and capital formation in light of recently-adopted crowdfunding provisions under state securities… Continue Reading

SEC Adopts Final Crowdfunding Rules, Completing JOBS Act Rulemaking

Posted in SEC/Corporate
On October 30, the Securities and Exchange Commission adopted “Regulation Crowdfunding,” which consists of final rules that will enable eligible companies to raise up to $1 million in capital in any 12-month period by offering securities through SEC registered intermediaries in crowdfunding transactions on the Internet. The long-awaited crowdfunding rules implement the exemption from registration… Continue Reading

DERA Publishes Study of Unregistered Offering

Posted in SEC/Corporate
On October 29, the Division of Economic and Risk Analysis (DERA) of the Securities and Exchange Commission published the results of a study that analyzed the market for unregistered securities offerings during the period from 2009–2014. The study found that private placements outpaced the level of capital formation through registered securities offerings during recent years,… Continue Reading

SEC To Hold Forum on Small Business Capital Formation in November

Posted in SEC/Corporate
On October 21, the Securities and Exchange Commission announced that it will hold its annual Government-Business Forum on Small Business Capital Formation on November 19 at its Washington, DC headquarters. The forum will feature panel discussions on exempt and registered offerings occurring after the passage of the Jumpstart Our Business Startups Act (JOBS Act), and… Continue Reading

House Passes Disclosure Modification and “4(a)(1)(1/2)” Bills

Posted in SEC/Corporate
On October 6, the US House of Representatives passed the Disclosure Modification and Simplification Act of 2015 (H.R. 1525), which, if enacted, would require the Securities and Exchange Commission to (1) revise Regulation S-K (which governs disclosure requirements for registration statements and periodic reports, among other things) to eliminate duplicative, outdated or unnecessary disclosure requirements… Continue Reading

SEC Charges Four Individuals and Nutrition Company for Failure To Disclose Executive Perks

Posted in SEC/Corporate
On September 8, the SEC charged a sports supplements and nutrition company, its former audit committee chairman and three of its current and former executive officers with committing accounting, disclosure and other violations of federal securities laws. The charges arose primarily from the company’s failure to properly report as compensation perks provided to its executives.… Continue Reading

SEC Denies Motion to Stay Regulation A+

Posted in SEC/Corporate
On June 16, the Securities and Exchange Commission denied a motion, filed by Monica J. Lindeen, Montana State Auditor, ex officio Commissioner of Securities and Insurance, which sought to stay the effectiveness of new “Regulation A+” (which became effective today, June 19). As noted in the June 5 edition of Corporate & Financial Weekly Digest, Ms.… Continue Reading

States Challenge Blue Sky Preemption Under Regulation A+

Posted in SEC/Corporate
On May 27, the Federal Court of Appeals for the District of Columbia combined lawsuits filed by the commonwealth of Massachusetts and the state of Montana against the Securities and Exchange Commission. The lawsuits seek to enjoin the implementation of new Regulation A+ prior to its June 19 effective date. Both Montana and Massachusetts contend that Regulation A+ exceeded… Continue Reading

SEC Proposes Rule Amendments to Implement JOBS Act Registration Thresholds

Posted in SEC/Corporate
On December 18, 2014, the Securities and Exchange Commission proposed rule amendments that, if adopted, would modify SEC rules governing registration under Section 12(g) of the Securities Exchange Act of 1934 (Exchange Act), termination of registration under Section 12(g) of the Exchange Act and suspension of reporting obligations under Section 15(d) of the Exchange Act… Continue Reading

Proxy Advisory Firms Release Policy Updates for 2015

Posted in SEC/Corporate
Institutional Shareholder Services (ISS) and Glass Lewis, two leading proxy advisory firms, recently published their 2015 proxy voting guidelines for US companies, which include several updates applicable to the 2015 proxy season.  Institutional Shareholder Services  Two significant updates included in ISS’s 2015 proxy voting guidelines (the proposals of which were discussed previously in Corporate &… Continue Reading

ISS Publishes Results of Annual Global Voting Policy Survey

Posted in SEC/Corporate
On September 29, Institutional Shareholder Services (ISS), a leading proxy advisory firm, published the results of its 2014–2015 global voting policy survey. The survey, which, according to ISS, received more than 370 responses from a combination of institutional investors, corporate issuers and other corporate governance stakeholders, is an important component in ISS’ voting policy formulation… Continue Reading

Council of Institutional Investors Issues Report on Board Evaluation Disclosure

Posted in SEC/Corporate
The Council of Institutional Investors (CII), an advocacy group for corporate governance and shareholder rights, has published a report that highlights two approaches to disclosure regarding a board’s process of self-evaluation that CII’s members (employee benefit funds, endowments and foundations, among others) consider “best-in-class.” According to the report, CII’s members want to better understand the… Continue Reading

SEC Publishes Guidance for Investment Advisers and Proxy Advisory Firms Regarding Proxy Voting and Solicitation

Posted in SEC/Corporate
On June 30, the Securities and Exchange Commission’s Division of Investment Management and Division of Corporation Finance published Staff Legal Bulletin No. 20 (SLB 20), which offers guidance regarding investment advisers’ responsibilities in voting proxies and retaining proxy advisory firms, as well as the availability of two exemptions from federal proxy rules often relied upon… Continue Reading

SEC Division of Corporation Finance Issues New C&DIs Relating to Social Media Use

Posted in SEC/Corporate
On April 21, the Securities and Exchange Commission’s Division of Corporation Finance issued new Compliance and Disclosure Interpretations (C&DIs) regarding the use of social media in the context of securities offerings, business combination transactions and other similar transactions, providing guidance to issuers seeking to use social media in compliance with certain SEC rules, including rules… Continue Reading

SEC Proposes New Rules for Crowdfunding Exemption

Posted in SEC/Corporate
On October 23, the Securities and Exchange Commission voted unanimously to propose new rules that would permit companies to offer and sell securities through “crowdfunding.” Title III of the Jumpstart Our Business Startups Act requires the SEC to adopt rules implementing the exemption from registration under the Securities Act of 1933 (Securities Act) provided by… Continue Reading