Corporate & Financial Weekly Digest

Corporate & Financial Weekly Digest

Tag Archives: Securities Exchange Act of 1934

SEC Staff Publishes New Guidance on Shareholder Proposals

Posted in SEC/Corporate
On November 1, the Division of Corporation Finance of the Securities and Exchange Commission (Division) published Staff Legal Bulletin No. 14I (SLB 14I), which provides new, issuer-friendly guidance on shareholder proposals in advance of the 2018 proxy season. Specifically, SLB 14I provides guidance on (1) exclusion of shareholder proposals under the “ordinary business” and “economic… Continue Reading

SEC Provides Regulatory Relief to Companies Impacted by Recent Hurricanes

Posted in SEC/Corporate
On September 28, the Securities and Exchange Commission (SEC) announced its issuance of an order and its adoption of interim final temporary rules to provide regulatory relief to companies, including publicly traded companies, investment companies, accountants and transfer agents, affected by Hurricanes Harvey, Irma and Maria. The order and interim rules conditionally exempt affected persons… Continue Reading

SEC Increases Registration Statement Filing Fees for Fiscal Year 2018

Posted in SEC/Corporate
On August 24, 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 $115.90 per million dollars of securities registered to $124.50 per million dollars of securities, an increase of approximately seven percent. This increase in… Continue Reading

SEC Expands Nonpublic Review of Draft Registration Statements

Posted in SEC/Corporate
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… Continue Reading

NYSE Withdraws Proposed Rule to Allow Listing Without an IPO

Posted in SEC/Corporate
On June 19, the New York Stock Exchange (NYSE) filed a notice withdrawing its proposed rule that would have allowed companies to list on the NYSE without an initial public offering. The proposed rule was previously discussed in the May 5, 2017 edition of the Corporate & Financial Weekly Digest. The proposed rule would have… Continue Reading

US District Court Holds That Discretionary Tax Withholding is Exempt Under 16b-3

Posted in SEC/Corporate
Several companies have received shareholder letters seeking to recover short-swing profits from insiders under Section 16(b) of the Securities Exchange Act of 1934, alleging that such insiders made non-exempt purchases of stock within six months of having shares withheld either for payment of the exercise price of employee stock options or to satisfy tax liabilities… Continue Reading

SEC Adopts Technical Amendments to JOBS Act Rules

Posted in SEC/Corporate
On March 31, the Securities and Exchange Commission adopted technical amendments to rules adopted by the SEC under the Jumpstart Our Business Startups Act (JOBS Act). These technical amendments include, among others, an increase in the revenue cap for determining emerging growth company (EGC) status; an increase of the amount of money companies can raise… Continue Reading

SEC Proposes Amendments to Rule 15c2-12

Posted in Broker-Dealer
The Securities and Exchange Commission recently proposed amendments to Rule 15c2-12 under the Securities Exchange Act of 1934. Rule 15c2-12 prohibits dealers acting as an underwriter for a primary offering of municipal securities from purchasing or selling those securities after the occurrence of certain events. To comply with the rule, underwriters typically provide event notices… Continue Reading

SEC Division of Corporation Finance Issues New C&DIs Relating to Tender Offer Rules

Posted in SEC/Corporate
On November 18, the Division of Corporation Finance of the Securities and Exchange Commission issued seven new Compliance and Disclosure Interpretations (C&DIs): 1) two new C&DIs with respect to the tender offer rules under Section 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14D; and 2) five new… Continue Reading

SEC Division of Corporation Finance Issues C&DIs on Offerings Under Regulation A and Regulation D

Posted in SEC/Corporate
On November 17, the staff of the Division of Corporation Finance of the Securities and Exchange Commission issued four new Compliance and Disclosure Interpretations (C&DIs), three of which relate to offerings under Regulation A and one of which relates to offerings under Regulation D under the US Securities Act of 1933 (the “Securities Act”).… Continue Reading

SEC Division of Corporation Finance Issues Revised and Additional C&DIs Relating to Form S-8

Posted in SEC/Corporate
On November 9, the Division of Corporation Finance of the Securities and Exchange Commission issued two revised and two new Compliance and Disclosure Interpretations (C&DIs) with respect to (1) Form S-8, which is used by publicly traded companies to register securities that will be offered pursuant to employee plans, and (2) the transfer of registration… Continue Reading

SEC Issues New C&DI Relating to Submission of Annual Reports to SEC

Posted in SEC/Corporate
On November 2, the Division of Corporation Finance (Division) of the Securities and Exchange Commission issued a new Compliance and Disclosure Interpretation (C&DI) regarding a registrant’s submission to the SEC of its annual report that it must send to shareholders with its annual meeting proxy statement (or information statement) under Securities Exchange Act of 1934… Continue Reading

SEC Division of Corporation Finance Issues C&DIs on Exempt Offerings Under Rule 701 and Sales of Securities Under Rule 144(d)

Posted in SEC/Corporate
On October 19, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the Staff) issued one new Compliance and Disclosure Interpretation (C&DI) and two revised C&DIs. Revised C&DI 271.04 and new C&DI 271.24 relate to exempt offerings and sales of securities under Rule 701 of the Securities Act of 1933… Continue Reading

SEC Increases Registration Statement Filing Fees for Fiscal Year 2017

Posted in SEC/Corporate
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 $100.70 per million dollars of securities registered to $115.90 per million dollars of securities, an increase of approximately 15 percent. This increase in… Continue Reading

SEC Adopts Amendments to Rules on Access to Data Obtained by Security-Based Swap Data Repositories

Posted in Broker-Dealer, Derivatives, Dodd-Frank Developments
On August 29, the Securities and Exchange Commission announced the adoption of amendments to the Securities Exchange Act of 1934 (Exchange Act) Rule 13n-4 (Amended Rule) that implement the statutory requirement that security-based swap data repositories (SBSDR) provide certain data involving security-based swaps, including individual counterparty trade and position data (Data), to certain regulators and… Continue Reading

SEC Approves NASDAQ’s ‘Golden Leash’ Disclosure Rule

Posted in SEC/Corporate
On July 1, the Securities and Exchange Commission approved the NASDAQ Stock Market LLC’s proposed Rule 5250(b)(3) (Rule), which requires listed companies to publicly disclose the material terms of all agreements and arrangements between any director or nominee and any person or entity other than the company (Third Party) relating to compensation or other payment… Continue Reading

SEC Announces Self-Reporting Initiative for Broker-Dealers Who Have Failed To Comply With Its Customer Protection Rule

Posted in Broker-Dealer
The Securities and Exchange Commission has announced the Customer Protection Rule Initiative (Initiative), under which broker-dealers that have failed to comply with the SEC’s Customer Protection Rule (SEC Rule 15c3-3) may self-report to the SEC in exchange for potentially favorable settlement terms.… Continue Reading

SEC Adopts Trade Acknowledgement and Verification Rules for Security-Based Swaps

Posted in Broker-Dealer, Derivatives, Dodd-Frank Developments
On June 8, the Securities and Exchange Commission announced the adoption of the Securities Exchange Act of 1934 (Exchange Act) Rules 15Fi-1 and 15Fi-2, which establish new trade acknowledgement and verification requirements for security-based swap (SBS) entities entering into SBS transactions.… Continue Reading

SEC Deputy Chief Accountant Discusses Use of Non-GAAP Measures

Posted in SEC/Corporate
In a May 5 speech at the 2016 Baruch College Financial Reporting Conference, Wesley Bricker, deputy chief accountant at the Securities and Exchange Commission, discussed his observations regarding the use of non-generally accepted accounting principles (GAAP) financial measures, the transition to new standards for revenue recognition and leases, and the Financial Accounting Standards Board’s (FASB)… Continue Reading

SEC Approves Amendments to Implement Provisions of the JOBS Act and FAST Act

Posted in SEC/Corporate
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

Financial Regulatory Agencies to Issue New Proposed Compensation Rules

Posted in Banking, Dodd-Frank Developments
On April 21, the National Credit Union Administration issued proposed prototype regulations with other financial institution regulatory agencies (Agencies) to likely follow suit. Required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Act), the rule is intended to (1) prohibit incentive-based payment arrangements that the Agencies determine encourage inappropriate risks by certain financial… Continue Reading

SEC Approves FINRA’s Proposed Expansion of Supplement Schedule for Derivatives and Off-Balance Sheet Items

Posted in Broker-Dealer, Derivatives
On April 5, the Financial Industry Regulatory Authority released Regulatory Notice 16-11 stating that the Securities and Exchange Commission had approved its proposal to expand the derivatives and other off-balance sheet (OBS) items schedule filing requirement to certain non-carrying and non-clearing firms that have significant amounts of OBS obligations. Historically, the OBS was required to… Continue Reading

SEC Adopts Interim Final Rules as Mandated by the FAST Act

Posted in SEC/Corporate
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… Continue Reading