It struck me as I was reading this statement from SEC Chair Paul Atkins about the latest Reg Flex Agenda – see this recent blog about the details of that – about how the importance of that agenda has grown over the years. When I first started blogging about the agenda, I had never heard of it before – and I doubt many others had …
The Nuts & Bolts of Settling with SEC’s Enforcement While Simultaneously Obtaining a Waiver
Here’s something from Cooley’s Tejal Shah who just left the SEC’s Enforcement Division to join the firm: “Recently, SEC Chairman Paul Atkins issued this statement in an effort to restore the SEC Enforcement Division’s prior practice of permitting a settling entity to request that the Commission simultaneously consider a potential defendant’s offer of settlement that addresses both an underlying enforcement action and any related request …
How the SEC’s Shutdown is Impacting EDGAR Next
Recently, I blogged about “What the SEC’s Shutdown Means for You.” I didn’t address how the shutdown impacts the onboarding of EDGAR Next – but now that the shutdown has dragged on for two weeks, we can report on some personal experiences here at Cooley. The SEC’s shutdown plan on pages 12-13 notes that “The Commission’s EDGAR system is operated pursuant to a contract and …
Corp Fin Updates Its Shutdown FAQs
Corp Fin just posted an updated list of its shutdown FAQs, reducing the number of FAQs from 22 to 17 – and making other tweaks as noted in this redlined version of the FAQs. Note that the now-deleted FAQs related to actions to be taken before a shutdown and thus are not applicable (and thus are not marked). For those companies trying to do a …
A Nifty ‘Filer Status Flowchart’
Recently, I blogged about a new CDI in which Corp Fin noted 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 that the issuer is eligible to use SRC-scaled reporting until its first quarter Form 10-Q of the year following the loss of SRC status. In response …
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 …
What the SEC’s Shutdown Means for You
Last week, I blogged that if a shutdown happens, it feels like it could last longer than the typical shutdown given the politics involved. The shutdown is now here – and Corp Fin posted this note late yesterday afternoon saying that it can’t declare registration statements effective starting October 1st, as well as this set of 22 FAQs that mirror the FAQs posted by Corp …
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 …