A few days ago, the SEC proposed major changes to the registered public offering process in an effort to dramatically increase the number of issuers eligible for shelf offerings and enhanced registration benefits – which combined with the proposal to simplify disclosure that I blogged about yesterday is one of the most significant reforms in decades. Here’s the 511-page proposing release – and here’s the …
SEC Looking to Rescind Enforcement’s “Gag Rule”: Four Things to Know
Last week, the SEC had this pop up on OIRA’s regulatory dashboard: “Rescission of Policy Regarding Denials in Settlements of Enforcement Actions.” It’s listed there as a “final rule” and not a “proposal” – so it looks like the SEC will be changing its “neither admit nor deny” settlement policy. Here are four things to know:
SEC Shortens Tender Offer Window for Equity Awards in Certain Circumstances
Last month, the SEC issued relief – in the form of an exemptive order – permitting certain types of tender offers to remain open for only 10 business days, cutting in half the prior general requirement of 20 business days. Here’s an excerpt from this Cooley Alert penned by Ali Murata, Michael Bergmann and Janice Chan: “What this means for equity award tenders Because of …
What’s the Historical Background of the CFIs? 9 Things to Know
Since Corp Fin recently renamed the CDIs to “CFIs” – “Corporation Finance Interpretations” to the “Compliance and Disclosure Interpretations” – I thought it would be a good time to recount the long history (50 years!) of this source of informal staff guidance. Here are nine things to know: Hat tip to Phil Brown, the former CEO of Intelligize and Tina Fukunaga, a retired SEC librarian …
The SEC’s Semiannual Reporting Proposal: Open Questions & Practice Pointers
After the SEC posted its proposing release for its semiannual reporting proposal last week, it posted this 3-minute video about the proposal. And here’s an excerpt from this Cooley Alert penned by Brad Goldberg, Beth Sasfai, Luci Altman, Vicky Peluso, Julia Boesch, Liz Dunshee, Sarah Seller and Reid Hooper: Open questions The SEC has solicited comments on a range of issues that may shape the …
The SEC Proposes Optional Semiannual Reporting: Form 10-S!
Yesterday, the SEC proposed rule and form amendments to allow companies the option of filing semiannual reports in lieu of quarterly reports. That’s a pretty fast turnaround for a proposal this important since President Trump first announced the idea back in September. Here’s the press release, fact sheet – and 279-page proposing release. And here’s SEC Chair Paul Atkin’s statement – as well as Commissioner …
Lots of New Technology Options for Retail Investors
It seems like a day doesn’t go by in which I don’t read a story about a new form of technology designed to assist retail holders so they can participate in the stock market in one form or another. Here’s a recent flurry of these articles:
The Coming Reg S-K Overhaul: The Comment Letters
Over on Cooley’s “CapitalXchange,” this blog highlights the 28-page comment letter that Cooley recently submitted to the SEC on its proposal seeking to rethink Regulation S-K. As you can tell when you read the comment letter, a lot of thought was poured into it by our team and it’s nicely organized with an easy-to-understand format. Here are the primary themes: Here are the 110 comment …
Pro Tip: An OIRA Review Means That a SEC Rulemaking is Coming Soon
As we await the SEC’s proposal on semi-annual reporting – which should be dropped any day now – it’s a good time to highlight that a rulemaking from the SEC is likely to be coming soon if its listed as being under review by the White House’s Office of Information and Regulatory Affairs (known as “OIRA”). When President Trump signed this Executive Order over a …
SEC Chairman Atkins Starts His Own Podcast!
This SEC has embraced social media more than most. I’ve seen some of the Division Directors announcing their speeches and otherwise posting nuggets on LinkedIn – something I can’t recall any prior senior Staffers doing. And now SEC Chairman Paul Atkins has launched a “Material Matters” podcast! According to the press release, Chairman Atkins will be joined by guests across the agency, government and industry, …