Recently, I blogged about public company pain points as part of the SEC’s Project Crypto – a blog which garnered a lot of attention – but one thing I failed to highlight is how the advent of crypto assets and the efforts to regulate them has impacted the long-standing Howey test that all of us know when we first learned the importance of knowing what …
Project Crypto’s Sleeper Storyline: Addressing Public Company Pain Points
A lot is going on over at the SEC to set up a new regulatory framework for cryptocurrency (for example, see this press release from last week) – and maybe you think as a public company junkie that it doesn’t effect you. But it does. Liz Dunshee and Reid Hooper explain in this Cooley “CapitalXchange” blog – here’s a teaser to get your attention: “It’s …
New SEC Enforcement “SOX Group” to Target Auditors
As noted in this Reuters article, the SEC’s Enforcement Division has formed a new “SOX Group” that will target auditors for violations of auditing and professional standards. Here’s the job posting for the head of this new group, which includes a high-level description of this new group. This is happening at the same time that the SEC is cutting the budget – and thus the …
Corp Fin’s “CDIs” Become the “CFIs”!
I’m a wee bit compulsive about some small things that I find guilty pleasure in. One nice bit of news is that Corp Fin has quietly changed “Compliance and Disclosure Interpretations” to “Corporation Finance Interpretations.” Meaning that we now have “CFIs” instead of “CDIs” or “CD&Is” or “C&DIs.” I’ve always had a pet peeve about people saying “CD&Is.” I ran a poll over a dozen years …
Corp Fin Issues New “ATM/Baby Shelf” CFI
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 …
Will the SEC Propose to Make Quarterly Reporting Optional in April?
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. …
Section 16 for FPIs: Temporary No-Action Relief for Insiders in War-Torn Countries
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.” …
Section 16 for FPIs: Delinquency Relief Available
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 …
Section 16 for FPIs: Corp Fin Posts Five FAQs
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:
A Small Hodgepodge of New – and Revised – CDIs
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 …