SEC to Propose Simplifying Regulation S-K Disclosure Requirements
In a unanimous decision, the Securities and Exchange Commission (“SEC”) has agreed to a proposal that would update and streamline some disclosure requirements under Regulation S-K. The proposed amendments stem from SEC staff recommendations in the Report on Modernization and Simplification of Regulation S-K, issued in November 2016 as required by the Fixing America’s Surface Transportation Act, and include the following: Management’s Discussion and Analysis (“MD&A”): The proposal would allow companies to skip discussion within MD&A of the oldest period included in a filing if it was part of and discussed in a previous report and is not significant. Companies. Read More.
SEC Chief Accountant Credits Interpretive Guidance for Curbed Misuse of Non-GAAP Measures
Securities and Exchange Commission (“SEC”) Chief Accountant Wesley Bricker is crediting the reduced misuse of non-GAAP measures to the Compliance and Disclosure Interpretations (“C&Dis”) issued in May 2016. Bricker said the interpretive guidance for Regulation G, regulation covering non-GAAP financial information, has helped companies become better disciplined and disclose to investors the use of non-GAAP measurements. Bricker spoke on the C&DIs in October at the National Association of Corporate Directors’ Global Board Leader’s Summit. He remarked that since the C&DIs were issued, public companies have quit highlighting non-GAAP measures more predominately than their audited results. Companies have also established policies. Read More.
SEC to Offer Hurricane Victims Regulatory Relief
Announced in a September 28 news release, the Securities and Exchange Commission (“SEC”) will provide regulatory relief to publicly traded businesses, investment companies, municipal advisors and others impacted by Hurricanes Harvey, Irma and Maria and their aftermaths. Property loss, power outages, and the lack of transportation and mail delivery are creating compliance issues for some individuals and companies. As a result, the SEC will conditionally exempt those affected by the hurricanes from certain provisions of the federal securities laws for periods following the storms. Additionally, the SEC extended the filing deadlines for specified reports and forms that entities must file in accordance with Regulation Crowdfunding and Regulation. Read More.
Government-Business Forum on Small Business Capital Formation Announced
Next month, the Securities and Exchange Commission (“SEC”) and the Herb Kelleher Center for Entrepreneurship, Growth, and Renewal at the McCombs School of Business at The University of Texas at Austin (“UT Austin”) are co-hosting the annual Government-Business Forum on Small Business Capital Formation. Scheduled for Thursday, November 30 at UT Austin’s AT&T Executive Education and Conference Center, the annual forum will highlight ways to improve small business capital formation and focus on whether unnecessary, repetitive, or dated regulations should be eliminated or amended. The forum’s morning session will feature a panel discussion addressing how capital formation options are working. Read More.
Deregulatory Bills Clear the House Financial Services Committee
On October 12, the House Financial Services Committee approved almost two dozen financial deregulation bills. The measures included bills that allow more investors to participate in private stock offerings, expand the JOBS Act, and update the Dodd-Frank Act’s systemic risk designation process for banking institutions. Several of the House-approved bills include the following: The Fostering Innovation Act of 2017 expands small company exemptions from the auditor attestation requirements of the Sarbanes-Oxley Act of 2002. The bill exempts a company from Section 404(b) compliance for an additional five years after losing its emerging growth company status, provided that the company remains. Read More.
Topics: Acquisitions, and Brokerage Simplification Act, Deregulation, Dodd-Frank Act, Encouraging Public Offerings Act, Fair Investment Opportunities for Professional Experts Act, Fostering Innovation Act, House Financial Services Committee, JOBS Act, Market Data Protection Act, Micro Offering Safe Harbor Act, sales, Sarbanes-Oxley Act "SOX", Securities Act of 1933, Securities and Exchange Commission "SEC", Small Business Mergers, Systemic Risk Designation Improvement Act, Systemically Important Financial Institution "SIFI", Taking Account of Institutions with Low Operation Risk Act
SEC Introduces Initiatives for Cyber Threats and Retail Investors
Building on its Enforcement Division’s efforts to counter cyber-based threats and safeguard retail investors, the Securities and Exchange Commission (“SEC”) announced on September 25 the creation of the following two initiatives: Cyber Unit: Using the Enforcement Division’s cyber expertise, the new Cyber Unit will target misconduct concerning market manipulation schemes featuring false information distributed electronically and through social media; hacking to acquire private information; and violations related to distributed ledger technology and initial coin offerings. Retail Strategy Task Force: With the Enforcement Division experiencing long-term success at bringing cases such as the sale of unsuitable structured products and microcap pump-and-dump schemes, the Retail Strategy Task Force will create proactive,. Read More.