Securities Exchange Act of 1934

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In response to a recent request by the Financial Industry Regulatory Authority (FINRA), the Securities and Exchange Commission has issued an order (the Order) designed to ease potential burdens that smaller broker-dealers may face in obtaining audit services. Rule 17a-5(d)(1)(i) of the Securities Exchange Act of 1934 (Exchange Act) requires that, unless a broker meets…

On February 16, the Financial Industry Regulatory Authority (FINRA) issued an Information Notice (Notice) regarding a new fee rate applicable to specified securities transactions on the exchanges and in the over-the-counter markets. Such fee rate will decrease from its current rate of $22.10 per million dollars in transactions to a new rate of $5.10 per million dollars in transactions.…
Continue Reading New Rate for Fees Paid Under Section 31 of the Exchange Act

In December 2020, President Donald Trump signed into law the Holding Foreign Companies Accountable Act (the HFCAA). The HFCAA requires auditors of foreign companies that are publicly traded in the US to allow the Public Company Accounting Oversight Board (PCAOB) to inspect the auditors’ audit work papers for audits of non-US operations. If a company’s auditors fail to comply with the inspection requirement for three consecutive years, trading in such foreign company’s securities would be prohibited in US markets. The HFCAA also amends the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act), mandates that the Securities and Exchange Commission identify foreign issuers that use an audit firm that is located in a foreign jurisdiction in which the PCAOB is restricted from inspecting or investigating the audit firm, and imposes additional SEC disclosure requirements on such foreign issuers.…
Continue Reading Holding Foreign Companies Accountable Act Signed Into Law by President Trump

On December 22, 2020, the Securities and Exchange Commission approved the New York Stock Exchange’s proposed new direct listing rules to allow companies engaging in a direct listing to raise capital directly through a primary sale of shares, in addition to, or instead of, only facilitating sales of shares by existing shareholders, as previously permitted. …
Continue Reading SEC Again Approves NYSE’s Direct Listing Rules

On December 16, the Securities and Exchange Commission voted to adopt final rules that will require resource extraction issuers that are required to file reports under Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) to disclose payments made to the US federal government or foreign governments for the commercial development of oil, natural gas or minerals.…
Continue Reading SEC Adopts Final Rules for the Disclosure of Payments by Resource Extraction Issuers

The Securities and Exchange Commission (SEC) has proposed an exemption from broker-dealer registration requirements for certain “finders” who raise capital for issuers in private offerings and receive transaction-based compensation for doing so (i.e., a “success fee”). …
Continue Reading SEC Proposes Allowing ‘Finders’ to Raise Capital Without Registering as Broker-Dealers

On September 21, the Division of Corporation Finance of the Securities and Exchange Commission issued a new Compliance and Disclosure Interpretation (C&DI) addressing, and limiting, the ability of shell companies, including special purpose acquisition companies (SPACs), to use Form S-3 during the 12 months following a business combination.…
Continue Reading SEC Issues C&DI on Use of Form S-3 by SPACs

On September 23, the Securities and Exchange Commission voted to adopt amendments to the rules governing the process for the submission of shareholder proposals to be included in a registrant’s proxy statement. Rule 14a-8 of the Securities Exchange Act of 1934 (Exchange Act) requires registrants holding a shareholder meeting that is subject to the Exchange Act proxy rules to include in their proxy statement proposals submitted by shareholders, so long as the applicable procedural and substantive requirements are met.…
Continue Reading SEC Adopts Amendments to Shareholder Proposal Rules

On September 16, the Securities and Exchange Commission adopted amendments to the Securities Exchange Act of 1934 (Exchange Act) Rule 15c2-11 to modernize the rule, including by recognizing advances in communications technology. The rule requires broker-dealers to review key, basic issuer information before initiating or resuming quotations for the issuer’s security in the over-the-counter (OTC) market.…
Continue Reading SEC Amends Exchange Act Rule 15c2-11 to Enhance Retail Investor Protections and Modernize Governing Quotations for Over-the-Counter Securities