Mark D. Wood

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On March 31, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance (the Division) issued two new Compliance and Disclosure Interpretations (C&DIs) related to compliance with Rule 12b-25 in connection with the SEC’s conditional relief order (the Order) that was issued in the wake of the Coronavirus Disease 2019 (COVID-19). …
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On March 25, the Securities and Exchange Commission issued an order extending conditional relief (the Modified Order) for reporting and proxy delivery requirements for public company registrants and other filers in the wake of the coronavirus disease 2019 (COVID-19). The Modified Order provides filers with an additional 45 days to make filings pursuant to Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), Exchange Act Regulations 13A, 13D-G (except for those provisions mandating the filing of Schedule 13D or amendments to Schedule 13D), 14A, 14C and 15D, and Exchange Act Rules 13f-1, and 14f-1, that would have been due during the period of March 1-July 1, 2020 (the Relief Period), subject to the conditions discussed below. This relief covers, among others, reports on Form 10-K, 20-F, 10-Q, 8-K and 6-K, as well as Schedules 13G and 13F but, as noted, expressly excludes Schedule 13D filings and also is not available for filings under Section 16 of the Exchange Act (i.e., Forms 3, 4 and 5).…
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The Securities and Exchange Commission recently adopted amendments to the definitions of “Accelerated Filer” and “Large Accelerated Filer” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. The SEC originally proposed these amendments in May 2019, as summarized in a prior Corporate & Financial Weekly Digest article. As a result of these amendments, a greater number of smaller companies will be excluded from accelerated and large accelerated filer status, which will ease reporting burdens and reduce compliance costs for those companies.…
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On January 30, the Securities and Exchange Commission voted to propose amendments to certain financial disclosure requirements in Regulation S-K, in an effort to modernize and simplify such requirements. The SEC also issued new guidance relating to key performance indicators and metrics.

The SEC has proposed the following amendments and guidance to Regulation S-K:…
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As previously discussed in the April 12, 2019 edition of Corporate & Financial Weekly Digest, the Securities and Exchange Commission adopted final rules on March 20, 2019, that allow registrants to omit a discussion and analysis of the earliest of the three years of required financial statements from the Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) section of their annual reports. Omitting that section from the annual reports filing with the SEC is permissible so long as the discussion of such year is already included in an earlier SEC filing and the registrant includes a statement identifying the location of such discussion in the prior filing. On January 24, the staff of the SEC’s Division of Corporation Finance (the Staff) issued three Compliance and Disclosure Interpretations (C&DIs) to address questions related to the final rule.…
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In December 2019, the staff of the Division of Corporation Finance of the Securities and Exchange Commission issued interpretive guidance on (1) confidential treatment applications and (2) intellectual property and technology risks that may occur when companies engage in international operations.

The guidance is available here and here.

On December 18, the Securities and Exchange Commission voted to propose amendments (the Proposal) to the definition of “accredited investor” for purposes of private placements under Regulation D and the definition of “qualified institutional buyer” in Rule 144A under the Securities Act of 1933. The Proposal is intended to update and improve the definitions of those terms in order to more effectively identify both institutional and individual investors with the sophistication to participate in private capital markets transactions. In the SEC’s press release announcing the Proposal, SEC Chairman Jay Clayton noted that, “The current test for individual accredited investor status takes a binary approach to who does and does not qualify based only [on] a person’s income or net worth. Modernization of this approach is long overdue.” As highlighted in the fact sheet included in the press release, the Proposal would, among other things:…
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On December 18, the Securities and Exchange Commission voted to propose new rules to require resource extraction issuers to disclose payments made to foreign governments or the US government for the commercial development of oil, natural gas or minerals, as required by Section 13(q) of the Securities Exchange Act of 1934 (the Exchange Act).…
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