The Securities and Exchange Commission has adopted rules to allow reporting companies to use the Regulation A exemption from registration. Regulation A provides an exemption from registration under the Securities Act of 1933 for offerings of securities up to $50 million in a 12-month period and was previously not available to companies that are Exchange Act reporting companies. The Economic Growth, Regulatory Relief, and Consumer Protection Act that was enacted earlier this year requires the SEC to adopt this change and allow reporting companies to use Regulation A.

On December 18th, the SEC adopted final rules to require companies to disclose hedging practices or policies in any proxy statement or information statement relating to the election of directors. These disclosures involve any practices or policies regarding the ability of employees or directors to engage in certain hedging transactions with respect to company equity securities. The rules implement Section 14(j) of the Securities Exchange Act of 1934, which was enacted by Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

On December 17, 2018, EDGAR Release 18.4 - Phase 1 was released by the Securities and Exchange Commission. This release contains new Form ATS-N and changes were made to a number of other EDGAR forms to remove fields that ask for personally identifying information. Additional updates were also made to some Regulation A forms and to the EDGAR filer manuals.

On November 30th, the SEC adopted rules and amendments designed to promote research on mutual funds, exchange-traded funds, business development companies, and similar covered investment funds. The SEC enacted these changes in accordance with the mandate in the Fair Access to Investment Research (FAIR) Act of 2017. The new rules will reduce obstacles in providing fund research by harmonizing its treatment with other research on public companies and generally establish a safe harbor for a broker or dealer to publish and/or distribute research reports on investment funds under certain conditions.

The SEC published a list of rules that it will review in compliance with Section 610 of the Regulatory Flexibility Act (RFA). This is to inform the public that this set of rules is scheduled for review and to invite public comment concerning if these rules should be continued without change, should be amended, or should be rescinded to minimize any significant economic impact of the rules upon a substantial number of small reporting entities.

The EDGAR system will be closed Wednesday, December 5 in observance of a national day of mourning for former President George H.W. Bush. The EDGAR System will not receive, process or accept filings on this day. The EDGAR Filing Website will not be operational and Filer Support will not be open.

The SEC’s Division of Economic and Risk Analysis (DERA) recently analyzed XBRL exhibits submitted by issuers complying with the 2009 Interactive Data rules to file financial statement information in an XBRL format. The purpose of the analysis was to determine if IFRS (International Financial Reporting Standards) filers were being consistent with their use of custom tags with US-GAAP (US Generally Accepted Accounting Principles) filers during this first year of required XBRL filings.

On November 2nd, the SEC voted to adopt amendments that will require broker-dealers to disclose new and enhanced information about the way they handle investors’ orders. The rule amendment is intended to make it easier for investors to evaluate how brokers handle their orders and ultimately make more informed choices about the brokers with whom they do business.

The SEC will be closed Thursday, November 22 in observance of Thanksgiving Day. The EDGAR System will not receive, process or accept filings on this day. Filings with a due date of November 22 will be due the following business day.

Version 4.24b of all applications in the GoFiler Suite has been released. This release contains a number of corrections and improvements to the XBRL View and to various EDGAR form views. Additionally, simple HTML proofing is now available as a beta feature for the N-PORT forms.

As part of the SEC’s ongoing efforts to help address investor confusion about the nature of their relationships with investment advisers and broker-dealers, the SEC’s Office of the Investor Advocate released a report on investor testing to the public on November 7th. This report was conducted by the RAND Corporation and was based on investor testing feedback on a sample Relationship Summary issued in April 2018 as part of a package of proposed rulemakings and interpretations that were designed to enhance the quality and transparency of investors’ relationships with investment industry entities.

The SEC’s Enforcement Division issued its annual report of its ongoing efforts to protect investors and market integrity on November 2nd, 2018. The report highlights several significant actions and initiatives that took place in FY 2018.

On October 31, the SEC issued a statement setting forth its position for a limited time period concerning specific provisions of its Business Conduct Standards for Security-Based Swap (SBS) Dealers and Major Security-Based Swap Participants (Entities). Certain actions with regard to these provisions will not provide a basis for a Commission enforcement action. In addition, the SEC’s position on the ability of parties to security-based swaps to rely on written representations is also addressed by the statement. This statement is intended to minimize potential market disruptions to existing counterparty relationships resulting solely from documentation implementation issues that may arise when security-based swap dealers and major security-based swap participants are required to register with the SEC. Once they are registered with the SEC, entities that are also registered with the Commodity Futures Trading Commission (CFTC) will be required to comply with both the SEC’s Business Conduct Standards as well as analogous rules adopted by the CFTC in 2012 applicable to SBS Entities.

The SEC has updated the Public Alert: Unregistered Soliciting Entities (PAUSE) list. This list, maintained by the Commission, contains unregistered entities and firms that use misleading information to solicit investors. Sixteen soliciting entities, four impersonators of genuine firms, and eight bogus regulators have been added to the list. Many of the targets of these firms are non-US investors, and all investors should be cautious in dealing with such entities. In addition, the SEC made technical updates to its database to improve the ability of retail investors to search for and obtain information about unregistered entities. This update consolidates active and archived lists.