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SEC Staff to Make Disclosure Rule Changes under Regulation S-K

Securities and Exchange Commission (“SEC”) Chairman Jay Clayton said the agency’s staff is preparing for changes to disclosure rules under Regulation S-K. In a speech on July 12, Clayton remarked that the rule amendments will be founded on the Report on Modernization and Simplification of Regulation S-K. The report, which the SEC submitted to Congress last December, covers various Regulation S-K provisions such as Item 10(d). The rule focuses on companies that issue securities and their ability to include documents in filings by a reference, as opposed to submitting the entire document. The report recommends amending Item 10(d) to allow. Read More.

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SEC Adopts JOBS Act and FAST Act Amendments

The Securities and Exchange Commission (“SEC”) has approved final rule amendments that implement provisions of the Jumpstart Our Business Startups Act (“JOBS Act”) and the Fixing America’s Surface Transportation Act (“FAST Act”). In particular, the final rules concern the registration, termination of registration, and suspension of reporting under Section 12(g) of the Securities Exchange Act of 1934. The final rules also establish a non-exclusive safe harbor for determining holders of record when evaluating an issuer’s registration responsibilities under Section 12(g). The final rules will be effective 30 days after publication in the Federal Register. More on the approved JOBS Act and FAST Act amendments can be found. Read More.

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Financial Reporting Manual Updated

On March 17th, the Securities and Exchange Commission’s Division of Corporation Finance issued an updated Financial Reporting Manual that addresses transition issues in regard to Accounting Standards Update No. 2014-09, Revenue From Contracts With Customers (Topic 606). The updates include implementation guidance for companies that adopt the Financial Accounting Standards Board’s revenue recognition standard using the full retrospective method or modified retrospective approach. Companies that adopt the full retrospective method, for instance, will not have to recalculate their investments in other entities, as stated by Rule 3-09 of Regulation S-X. The revised Financial Reporting Manual also reflects changes from the. Read More.

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Interim Rule Issued for FAST Act Disclosure Requirements

Providing guidance for the implementation of Sections 71003 and 84001 of the Fixing America’s Surface Transportation (FAST) Act, the Securities and Exchange Commission (“SEC”) has issued the Interim Final Rule, Simplification of Disclosure Requirements for Emerging Growth Companies and Forward Incorporation by Reference on Form S-1 for Smaller Reporting Companies. Sections 71003 and 84001 of the FAST Act require the SEC to update Forms S-1 and F-1 to allow emerging growth companies to exclude financial information for certain periods, and amend Form S-1 to allow incorporation by reference for smaller companies. The interim rule will be effective upon its publication. Read More.

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