Robert L. Kohl

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Co-authored by David S. Kravitz.

The Securities and Exchange Commission announced that with the publication in the Federal Register of Release 12.2 for the EDGAR Filer Manual, effective October 15 all non-public draft registration statements, registration statement amendments and related correspondence for Emerging Growth Companies (EGCs) and certain foreign private issuers are required to be filed through the SEC’s EDGAR system.
 Continue Reading SEC Requires All EGC Non-Public Registration Statements to Be Filed Via EDGAR

On October 10, various trade associations, including the American Petroleum Institute, the Independent Petroleum Association of America and the National Foreign Trade Council, as well as the Chamber of Commerce of the United States of America, sued the Securities and Exchange Commission in the US District Court for the District of Columbia to block the SEC’s recently adopted resource extraction disclosure rules. These rules require public companies that are engaged in the development of oil, natural gas or minerals to publicly disclose certain payments of more than $100,000 made to any foreign government or the US federal government for each “project” related to extractive industries. The SEC adopted these rules on August 22 as required by Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as reported in the August 24, 2012, edition of Corporate and Financial Weekly Digest.
Continue Reading Trade Associations Sue SEC to Block Resource Extraction Disclosure Rules

Earlier this week, the New York Stock Exchange and NASDAQ Stock Market each filed proposed rules regarding the independence of compensation committees and compensation advisers of listed companies, as required by Rule 10C-1 adopted by the Securities and Exchange Commission on June 20. Click here for a Katten Client Advisory from earlier this year addressing these final rules.
Continue Reading NYSE and NASDAQ Propose Compensation Committee and Compensation Adviser Independence Rules

On September 10, the Securities and Exchange Commission posted for comment Auditing Standard No. 16, “Communications with Audit Committees,” adopted by the Public Company Accounting Oversight Board (PCAOB) on August 15. The new standard sets out a list of specific requirements designed to improve communication between auditing firms and public company audit committees. Many of these requirements supersede interim standards or otherwise reflect, expand or modify current practices.Continue Reading PCAOB Adopts New Auditing Standard relating to Communications Between Auditors and Audit Committees, Subject to SEC Approval

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 $114.60 per million dollars to $136.40 per million dollars. This fee rate is applicable to the registration of securities under Section 6(b) of…

On August 22, Securities and Exchange Commission Chairman Mary Shapiro stated that three of the five SEC commissioners have told her that they will not support a staff proposal to reform the structure of money-market funds. As a result, Chairman Shapiro stated that after two and a half years of study by the SEC, it is now time “for other policy makers . . . to address the systemic risks posed by money-market funds.”Continue Reading SEC Abandons Money-Market Fund Reform

On August 22, the Securities and Exchange Commission adopted final rules to implement Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), which added Section 13(q) to the Securities Exchange Act of 1934. The new rules will require SEC registrants that are engaged in the development of oil, natural gas or minerals (resource extraction issuers) to report payments made to foreign governments, including sub-national governments, or to the US federal government of taxes, royalties, fees (including license fees), production entitlements, bonuses, dividends and infrastructure improvements on a new Form SD. A payment may be excluded if it (or any series of related payments) is less than $100,000 during the most recent fiscal year of the issuer. Disclosable payments include payments made by a subsidiary or other entity controlled by the issuer. The payments required to be disclosed include, for each “project,” payments in connection with exploration, extracting, processing, export or the acquisition of a license for any such activity.Continue Reading SEC Adopts Final Resource Extraction Rules

Co-authored by Michelle Griswold.

On August 10, President Obama signed into law the Iran Threat Reduction and Syria Human Rights Act of 2012 (the Act), which expands and establishes additional sanctions with respect to Iran, including sanctions relating to energy, development of weapons of mass destruction, certain activities of financial institutions, and human rights abuses. In addition to an increase in sanctions, the Act includes new mandatory disclosure requirements under the Securities Exchange Act of 1934 (the Exchange Act).Continue Reading New Disclosure Requirements Imposed in Connection with Iran Sanctions

Co-authored by James. B. Anderson.

On July 23, Senators Charles Grassley (R-IA) and Jack Reed (D-RI) introduced S.3416, the Stronger Enforcement of Civil Penalties Act of 2012 (the Bill), in the U.S. Senate, which seeks to increase the statutory limits that may be obtained by the Securities and Exchange Commission from individuals and entities charged with securities law violations in administrative and civil actions.Continue Reading Bipartisan Bill Introduced in U.S. Senate to Authorize SEC to Impose Larger Penalties