On November 19, the Securities and Exchange Commission announced that it adopted amendments (the Amendments) to certain financial disclosure requirements in Regulation S-K, including with respect to Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A).
Continue Reading SEC Adopts Amendments to MD&A and Other Financial Disclosures

On November 20, the Staff of the Division of Corporation Finance, the Division of Investment Management, and the Division of Trading and Markets (the Staff) of the Securities and Exchange Commission issued an updated statement on requirements for manual signatures related to SEC filings.
Continue Reading SEC Staff Issues Statement Regarding Signature Requirements

On November 17, the Securities and Exchange Commission adopted amendments to Regulation S-T to permit the use of electronic signatures in executing documents submitted electronically to the SEC through EDGAR.
Continue Reading SEC Adopts Amendments Permitting Use of Electronic Signatures for EDGAR Filings

On October 24, the Securities and Exchange Commission proposed amendments to update filing fee disclosure and payment methods. The proposed amendments would apply to most fee-bearing forms, schedules and statements, including Forms S-1, S-3, S-4, S-8 and S-11, related foreign private issuer forms, proxy statements, information statements, Schedule TO and certain Investment Company Act of 1940 forms.
Continue Reading SEC Proposes Modernization of Filing Fee Disclosure and Payment Methods

On January 15, the Securities and Exchange Commission announced charges against nine defendants, alleging their participation in a previously disclosed scheme to hack into the SEC’s EDGAR system and extract nonpublic information to use for illegal trading. The SEC charged a Ukrainian hacker, six individual traders in California, Ukraine and Russia, and two entities. In 2015, the SEC charged the hacker and some of the traders for their involvement in a similar scheme to hack into newswire services and trade on material nonpublic information 2015 Hack).

Continue Reading SEC and New Jersey US Attorney’s Office Bring Parallel Charges in EDGAR Hacking Scheme

On June 29, the Division of Corporation Finance (Division) of the Securities and Exchange Commission announced that, beginning on July 10, the Division will permit all issuers to confidentially submit to the Division, for nonpublic review, draft registration statements in connection with initial public offerings (IPOs) and in certain other cases. This was previously only available to emerging growth companies (EGCs) under the Jumpstart Our Business Startups Act for their IPOs.
Continue Reading SEC Expands Nonpublic Review of Draft Registration Statements

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 broker-dealers and OTC derivatives dealers from the requirement to file the reports in paper form so long as the reports are filed using the SEC’s EDGAR system. The 2015 letter detailed the procedures for filing reports using the EDGAR system.
Continue Reading SEC Simplifies Process for Electronically Filing Broker-Dealer Annual Reports

On April 18, the Securities and Exchange Commission announced the release of an online tool that will assist companies in calculating registration fees relating to certain forms to be filed on EDGAR, the SEC’s electronic filing database. The registration fee estimator is intended to help issuers more accurately estimate registration filing fees and complete related fee tables. In its press release, however, the SEC cautions issuers that the tool will not serve as an official SEC verification of fees and reminds issuers that they remain responsible for paying all required fees.
Continue Reading SEC Releases Registration Fee Estimator

On December 21, 2015, the Securities and Exchange Commission’s Division of Trading and Markets granted no-action relief that will allow broker-dealers and over-the-counter (OTC) derivatives dealers to submit their annual and supplemental reports (as required under SEC Rule 17a-5 and SEC Rule 17a-12, respectively) electronically via the SEC’s Electronic Data Gathering, Analysis and Retrieval system (EDGAR). Such reports previously were required to be submitted to the SEC in paper form.

Reporting firms should take care to follow the reporting instructions that accompany the no-action relief. Notably, while the oath or affirmation required under Part III of Form X-17A-5 can now be made electronically, reporting firms are required to make an original notarized paper copy of such oath or affirmation and retain it for six years (the first two of which it should be in an easily accessible location).
Continue Reading No-Action Relief Allows Broker-Dealers and OTC Derivatives Dealers to Submit Certain Reports Electronically