’34 Act/Other

Cooley’s Reid Hooper and Asa Henin note that Corp Fin issued this new Form S-3 CFI yesterday on baby shelfs and at-the-market offerings (CDIs are now called “CFIs,” which I’ll be blogging about next week): “Question 116.26: A company entered into a sales agreement with a named selling agent for an at-the-market offering of an amount of securities that the company reasonably expected to offer and …

We know that the SEC has numerous rulemakings in the hopper – a SEC proposal to limit Rule 15c2-11 to equity securities dropped a few days ago – but we’ve been wondering when some of the “biggies” will make their appearance. According to this WSJ article, a proposal to give companies the choice to move from quarterly to semi-annual reporting might be released next month. …

On Friday, Corp Fin granted global no-action relief to insiders of foreign private issuers in countries impacted directly by the war going on in Iran – so that the compliance deadline for those insiders is April 20th (rather than March 18th). The countries impacted are those “organized and headquartered in Israel or any other foreign jurisdiction in the geographical region directly affected by the conflict.” …

Knowing that the SEC’s EDGAR staff is facing a backlog to process a deluge of Form IDs – which will contribute to delinquencies in the early days for FPIs required to file their Form 3s on March 18th – Corp Fin added these two additional FAQs last night to the five FAQs it posted last week: “(6) Question: A director or officer of a foreign …

Yesterday, Corp Fin posted a set of five FAQs related to the Section 16 obligations that commence on March 18th for insiders of foreign private issuers (those that aren’t exempt). The FAQs deal with the issues of:

Since it seems like we can’t go a week without new or revised CDIs from Corp Fin – the gift that keeps on giving – of course, we had a few new ones drop on Friday. Most of the revised CDIs relate to Rule 701 and in many of those, the only thing that changed was the amount got bumped from $5 million to $10 …

Here’s a note that Cooley’s Courtney Thorne just posted on LinkedIn: “Less than an hour ago, the SEC issued an exemptive order – Release No. 34-104931 – granting conditional relief from the Section 16(a) insider reporting requirements for directors and officers of certain foreign private issuers that commence on March 18th. We at Team Cooley LLP (led by the incredible Reid Hooper on this initiative) …

With just a few weeks before the March 18th start date of Section 16(a) obligations for insiders of foreign private issuers, here’s a Cooley Alert – which includes all you need to know about last week’s 47-page adopting release that conforms the Section 16 rules with the newly enacted “Holding Foreign Insiders Accountable Act” (HFIAA) – penned by Reid Hooper, Luci Altman, Jie Zhang, Darren …

A few days ago, the SEC announced it has updated its 115-page Enforcement Manual, with its first refresh in nine years. The Manual’s changes reflect the direction that SEC Chairman Paul Atkins and Enforcement Director Margaret Ryan have noted would be made to the Division’s policies and procedures since they got into office. As someone who wrote the “SEC Enforcement Handbook” for TheCorporateCounsel.net many years …