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The SEC’s Inspector General Recommends Changes for Corp Fin’s Disclosure Review

Recently, the SEC’s Office of Inspector General issued this report summarizing its audit of Corp Fin’s disclosure review program. The purpose of the audit was two-fold as to whether the review program: The audit found: 1.  Documentation and guidance on annual report selection and scoping were lacking. Over the last two years, Corp Fin’s rationale for selecting companies for elective annual report reviews was often …

The Impending Government Shutdown: This One is Different?

There have been so many ‘impending’ government shutdowns that get resolved at the last minute that I have become immune to the threats when they are just around the corner. This one feels different to me in a variety of ways (see this ABC News article for gloss). A shutdown would start next Wednesday if Congress doesn’t pass a funding bill before then. If a …

Corp Fin’s New CDI on Filer Determination Status (Good News for Non-Accelerated Filers)

A few weeks ago, Corp Fin issued a new CDI that didn’t get a lot of attention because the SEC didn’t push out an email alert about it like it normally does. The upshot of the CDI is that a non-accelerated filer can now continue to be a non-accelerated filer for the fiscal year immediately following loss of “smaller reporting company” status, on the basis …

SEC Reverses Policy to Be Neutral on Mandatory Arbitration Bylaws

At an Open Commission Meeting last week, the SEC approved a 20-page policy statement reversing a longstanding policy that the Staff wouldn’t accelerate the effectiveness of a registration statement if the company’s bylaws had a provision mandating arbitration. The SEC also made a related change to Rule 431(e) of the Rules of Practice so that the delegated authority for the Staff to declare registration statements …

SEC Likely to Adopt Policy No Longer Prohibiting Mandatory Arbitration Bylaws

The SEC has calendared an Open Commission Meeting for this Wednesday during which it will consider whether to issue a policy statement addressing the presence of a provision requiring arbitration of investor claims arising under the Federal securities laws and its impact on decisions whether to accelerate the effectiveness of a registration statement. If the SEC does adopt such a policy, it would reverse a …

“Rationalization of Disclosure Practices” on the Latest Reg Flex Agenda

The era of SEC Chair Paul Atkins’s tenure has been off to a blistering start – dating back to when Commissioner Mark Uyeda was Acting Chair – and the latest Reg Flex Agenda indicates that changes continue to be afoot that should benefit companies. Atkins issued this statement to explain the Reg Flex Agenda in which he notes his priorities of: As I’ll be blogging …