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SEC Proposes Simplification for Guaranteed Debt Offering Disclosures

A proposal by the Securities and Exchange Commission (“SEC”) would simplify the disclosure requirements for guaranteed debt offerings and promote increased registration of offerings. Issued as Release No. 33-10526, Financial Disclosures About Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize a Registrant’s Securities, the proposed changes are intended to reduce companies’ regulatory compliance expenses when offering debt to investors and help issuers organize deals supported by collateral. SEC chairman Jay Clayton also noted that changes will make disclosures easier to follow and encourage debt offerings to be achieved on an SEC-registered basis. The proposal amends Rule 3-10 of. Read More.

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SEC Fiscal Year 2019 Budget Approved

Last week, the House of Representatives approved the Securities and Exchange Commission’s (“SEC”) $1.7 billion budget for the agency’s fiscal year 2019. Next year’s spending budget is a modest improvement from the SEC’s 2018 version ($1.6 billion) and is part of a bigger bill that funds other agencies like the Department of Treasury, Internal Revenue Service, and Commodity Futures Trading Commission. House Republican leaders tied the SEC’s budget to several deregulatory provisions. For instance, the SEC cannot force public companies to reveal their political spending or enforce a law that reformats the proxy cards in shareholder votes via a universal. Read More.

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FASB Issues New Amendments to Codification

The latest round of changes to the Accounting Standards Codification (“ASC”) was recently issued by the Financial Accounting Standards Board (“FASB”). Released as Accounting Standards Update (“ASU”) No. 2018-09 Codification Improvements, the amendments clarify and make limited improvements to the Codification, as well as eliminate inconsistencies. As part of its efforts to periodically update the Codification, the FASB says the amendments will make the Codification easier for users to understand. Most of the latest changes are considered minor, but some amendments such as those involving comprehensive income reporting requirements and the requirements for distinguishing between liabilities and equity may impact numerous. Read More.

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Nearly 1,000 Companies to Receive Smaller Reporting Company Status

With unanimous approval, the Securities and Exchange Commission (“SEC”) voted last month to issue a final rule that will give 966 companies smaller reporting company status. The rule, Release No. 33-10513, Amendments to Smaller Reporting Company Definition, raises the public float threshold (i.e., the value of a company’s publicly traded stock) for a smaller reporting company from $75 million to $250 million. Additionally, companies with no public float or have a public float under $700 million can qualify as a smaller reporting company if annual revenues were less than $100 million in their most recently concluded fiscal year. The SEC. Read More.

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SEC Requests Comments on Proposed Stock Compensation Rule Changes

The Securities and Exchange Commission (“SEC”) is seeking comments on the proposed amendments to its requirements for unregistered stock compensation plans. With the issuance of Release No. 33-10521, Concept Release on Compensatory Securities Offerings and Sales, the SEC wants to update Rule 701 of the Securities Act of 1933 and the Form S-8 registration statement, and exempt additional stock compensation plans from its registration and reporting rules. Comments on the proposal are due 60 days after the publication of Release No. 33-10521 in the Federal Register.

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SEC Doubles Private Company Reporting Exemption for Stock Offerings

In an amended rule issued on July 18, the Securities and Exchange Commission (“SEC”) expanded its reporting exemption for stock compensation distributed by private entities. Published as Release No. 33-10520, Rule 701 — Exempt Offerings Pursuant to Compensatory Arrangements, the amendment increases the threshold from $5 million to $10 million for stock offerings excluded from the SEC’s reporting requirements. Only private companies and foreign companies already exempt from the agency’s reporting rules are eligible for the exemption. SEC chairman Jay Clayton said the reporting threshold was raised to keep pace with the country’s rapidly evolving economy. Clayton also noted that. Read More.

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