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SEC Chairman Issues Statement on Staff Guidance

In a statement issued last week on the Securities and Exchange Commission’s (“SEC”) staff guidance, chairman Jay Clayton affirmed that the guidance is “nonbinding” with no “enforceable legal rights or obligations.” Clayton noted that statements the SEC staff issues often contain a disclaimer emphasizing the difference between the agency’s rules and regulations and staff viewpoints. He stressed that the SEC should consider this distinction when carrying out its market oversight responsibilities. Clayton gave no reason for deciding to express the distinction between SEC rules and staff opinions. However, he did note that federal banking groups had issued a similar statement.. Read More.

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Elad Roisman Returns to SEC as Commissioner

Two months after being nominated by President Trump , Elad Roisman was sworn in as a commissioner of the Securities and Exchange Commission (“SEC”). The former Senate Banking Committee aide replaces Michael Piwowar, who left the SEC in July. Roisman will serve a five-year term with the agency. Before joining the SEC, Roisman served as chief counsel to Senate Banking Committee Chairman Mike Crapo. He was also the committee’s senior counsel and securities counsel and was counsel to former SEC commissioner Daniel Gallagher from 2012 to 2014. Excited about his return to the SEC, Roisman said during his July confirmation hearing that the agency must re-examine its rules. Read More.

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Proposed House Bill Asks Companies to Disclose Board Members’ Cybersecurity Expertise

A bipartisan group in the House of Representatives has proposed a bill requiring public companies to say whether their boards include members with knowledge of cybersecurity. Similar to a Senate bill debated this year, the Cybersecurity Disclosure Act directs the Securities and Exchange Commission (“SEC”) to create provisions requiring public companies to disclose in annual reports or proxy statements the details of their board members’ “expertise or experience” in cybersecurity. If a board member has no cybersecurity background, then a company would have to explain how it considers cybersecurity when selecting new directors. The SEC and the National Institute of. Read More.

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House Bill Includes Insider Trading Plan Study

News of Rep. Chris Collins’ (R-N.Y.) recent indictment for insider trading has brought attention to a little-known provision in the JOBS and Investor Confidence Act of 2018. Passing through the House of Representatives last month, the bill dubbed “JOBS Act 3.0” features a measure requiring the Securities and Exchange Commission (“SEC”) to study insider trading plans administered by Rule 10b5-1 of the Securities Exchange Act. Such plans let company insiders trade stock on a fixed schedule and avoid liability from insider trading. The study includes examining the new restrictions to Rule 10b5-1, such as when an issuer can implement a 10b5-1 plan. Currently, Rule 10b5-1 offers an organized approach. Read More.

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SEC Lightens Disclosure Requirements for Public Companies

As part of its Disclosure Simplification initiative, the Securities and Exchange Commission (“SEC”) has published a rule to reduce a public company’s disclosure requirements. Issued as Release No. 33-10532, Disclosure Update and Simplification, the final amendments will help public companies with their regulatory reporting without denying investors of information beneficial to their investment-making decisions. The changes aim to implement the provisions under Section 72002(2) of the Fixing America’s Surface Transportation Act and mostly follow the proposed versions published under Release No. 33-10110, Disclosure Update and Simplification. The changes will be effective 30 days after their publication in the Federal Register. Meanwhile, the. Read More.

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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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