New Corp Fin Director Jim Moloney delivered remarks a few days ago at Northwestern’s annual Securities Regulation Institute that are notable – and in line with the theme of Chairman Atkins’ October speech in which he stated that one of his top priorities is to make being a public company an attractive proposition and that he is hoping to simplify and scale the SEC’s disclosure requirements to reduce the costs of preparing SEC filings and, at the same time, make them more comprehensible. Here are some of Jim’s remarks:
1. S-K reform will be substantial: The SEC is taking its Regulation S-K overhaul project seriously and we should expect substantive – and substantial – reforms to be proposed. Corp Fin has posted job openings to help with the S-K review.
2. You can suggest rule and regulation changes: The SEC welcomes input and is seeking guidance about what they should propose as part of the S-K review. You can submit comments now along these lines via this public form or by emailing rule-comments@sec.gov with “CLL-15” included in the subject line.
3. You can suggest new – or – modified CDIs: Corp Fin welcomes any suggestions for interpretive guidance – whether it be in the form of a CDI or otherwise.
4. Still working on the registration statement backlog: Corp Fin is still working on clearing the shutdown-related registration statement backlog, with about half of it cleared – even though new registration statements keep pouring in. Corp Fin is trying to focus mainly on filings that contain substantive disclosures that matter to investors.
Cooley’s Justin Kisner also reports that Corp Fin’s Office of Mergers & Acquisitions staff shared that they are revisiting the 20-business day requirement for all tender offers, with particular focus on pre-IPO offers aimed at cleaning up cap tables, employee-targeted offers, targets with a significant QII base and typical public company M&A. It’s possible that the relief will come in the form of a global no-action letter.
The OMA Staff is pleased how the 2015 abbreviated debt tender offer no-action relief was received and appears keen on replicating that success on a much broader scale – and the Staff says it’s open to thoughts and feedback, including how to think through potential interloper risk and the dynamics of public M&A (e.g., if offer period is shortened, should there be a mandatory extension if target board recommends against?).
Authored by
Broc Romanek