FAST Act

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On April 19, the Commodity Futures Trading Commission approved a final rule revising CFTC Regulation 160.5. The amended rule implements the Fixing America’s Surface Transportation Act’s (FAST Act) December 2015 statutory amendment to the Gramm-Leach-Bliley Act (GLB Act) by providing an exception to the requirement that certain futures commission merchants, retail foreign exchange dealers, commodity trading advisors, commodity pool operators, introducing brokers, major swap participants and swap dealers (each, a “covered person”) to provide annual privacy notices to their respective customers. (The obligation to provide an initial privacy notice is unchanged).
Continue Reading CFTC Approves Final Rule Providing Exception to Annual Privacy Notice Requirements

The Commodity Futures Trading Commission will host an open meeting at 10:00 a.m. on Tuesday, April 23, at which it expects to cover the following topics:

  1. notice of proposed rulemaking regarding amendments to regulations on certain swap data depository and swap data reporting requirements;
  2. notice of proposed rulemaking regarding amendments to derivatives clearing organization general

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The Securities and Exchange Commission recently adopted final rules to modernize and simplify the disclosure requirements for public companies under Regulation S-K. This rulemaking was mandated by the Fixing America’s Surface Transportation Act (FAST Act), and the final rules are substantially in the forms originally proposed by the SEC in October 2017 (as discussed in the October 20, 2017 edition of the Corporate and Financial Weekly Digest).

The final rules make several significant changes to Regulation S-K and related rules and forms. The following are some highlights:
Continue Reading SEC Adopts Rules to Modernize and Simplify Disclosure

On August 17, the Securities and Exchange Commission announced the adoption of proposed rule amendments (Amendments) to update and simplify certain disclosure requirements that “have become redundant, duplicative, overlapping, outdated or superseded” in light of (1) US Generally Accepted Accounting Principles (GAAP); (2) International Financial Reporting Standards (IFRS); (3) other SEC disclosure requirements; or (4) changes in the information environment, noting that the Amendments are intended to reduce the compliance burden for registrants without “significantly altering the total mix of information available to investors.” The SEC first proposed (and requested comment on) the Amendments in July 2016, as previously reported in the July 22, 2016 edition of the Corporate & Financial Weekly Digest. The Amendments are part of the SEC’s ongoing efforts to review and improve disclosure requirements for the benefit of investors and issuers, as well as implement provisions of the Fixing America’s Surface Transportation (FAST) Act.
Continue Reading SEC Adopts Amendments To Simplify and Update Certain Disclosure Requirements

On October 11, the Securities and Exchange Commission issued a press release announcing that it voted to propose amendments to modernize and simplify disclosure requirements in Regulation S-K, and related rules and forms, by updating, streamlining or otherwise improving the SEC’s disclosure framework “in a manner that reduces the costs and burdens on registrants while continuing to provide all material information to investors.” The proposed amendments are based on recommendations made in the staff of the SEC’s Report on Modernization and Simplification of Regulation S-K, as required by the Fixing America’s Surface Transportation Act (FAST Act). In the press release, SEC Chairman Jay Clayton noted that “an effective disclosure regime provides investors with the information necessary to make informed investment choices without imposing unnecessary burdens of time and money on issuers, and today’s action embodies that goal.”
Continue Reading SEC Announces Rule Proposal to Modernize, Simplify and Increase the Accessibility of Required Disclosure

Since the adoption of the Fixing America’s Surface Transportation Act (FAST Act) on December 4, 2015, the Division of Corporation Finance (the Division) of the Securities and Exchange Commission has issued six Compliance and Disclosure Interpretations (C&DIs) relating to the FAST Act, the first two of which were summarized in the Corporate and Financial Weekly Digest edition of December 18, 2015 and the remainder of which were summarized in the Corporate and Financial Weekly Digest edition of January 8, 2016. On August 17, the Division updated FAST Act C&DI #1 and issued new Securities Act Forms C&DI 101.05, which modified and supplemented the original guidance. The FAST Act provides that an emerging growth company (EGC) conducting an initial public offering (IPO) or a follow-on offering within one year of its IPO, or filing an initial registration under the Securities Exchange Act of 1934 (the Exchange Act) may file registration statements that omit historical financial information for a period the EGC reasonably believes would not be required in the filing at the time of the contemplated offering. The Division’s original guidance specified that an EGC would be required to include in its filings or confidential submissions interim financial statements for a period that will be part of a longer interim or annual period covered by financial statements required to be included in a subsequent public filing at the time of the offering.
Continue Reading SEC Division of Corporation Finance Issues New and Updated C&DIs on Omission of Financial Information from Draft Registration Statements

On August 25, the Securities and Exchange Commission announced that it is seeking public comment on the issues that the staff should consider in connection with its review of disclosure requirements under Subpart 400 of Regulation S-K.
Continue Reading SEC Seeks Public Comment on Disclosure Requirements of Subpart 400 of Regulation S-K

On July 13, the Securities Exchange Commission proposed and requested comment regarding rule amendments to update and simplify certain disclosure requirements that may have become “redundant, duplicative, overlapping, outdated or superseded” in light of: 1) US Generally Accepted Accounting Principles (GAAP); 2) International Financial Reporting Standards (IFRS); 3) other SEC disclosure requirements; or 4) changes in the information environment. The SEC also solicited comment on certain disclosure requirements that overlap with GAAP, but also require additional information, to determine whether to retain, modify, eliminate or refer them to the Financial Accounting Standards Board (FASB) for potential inclusion in GAAP. The proposals are part of the Division of Corporate Finance’s ongoing disclosure effectiveness initiative aimed at improving disclosure for both investors and companies and the SEC’s efforts to implement the Fixing America’s Surface Transportation (FAST) Act.
Continue Reading SEC Proposes Amendments To Update and Simplify Disclosure Requirements: A Closer Look

On May 3, the Securities and Exchange Commission approved amendments to revise certain rules under the Securities Exchange Act of 1934 (Exchange Act). A detailed discussion of the proposals on which these rule amendments are based can be found in the Corporate & Financial Weekly Digest edition of January 9, 2015.
Continue Reading SEC Approves Amendments to Implement Provisions of the JOBS Act and FAST Act

On January 13, the Securities and Exchange Commission announced that it adopted interim final rules to implement changes to Form S-1 and Form F-1 mandated by the Fixing America’s Surface Transportation Act (FAST Act). The interim final rules revise Form S-1 and Form F-1 to permit emerging growth companies (EGCs) to omit Regulation S-X financial information for historical periods otherwise required at the time of filing (or confidential submission), provided that the issuer reasonably believes the omitted financial information will not be required in the Form S-1 or F-1 at the time of the contemplated offering and that, prior to the issuer distributing a preliminary prospectus, such registration statement is amended to include all required Regulation S-X financial information at the date of such amendment.
Continue Reading SEC Adopts Interim Final Rules as Mandated by the FAST Act