The SEC recently adopted rules under the Securities Act and Securities Exchange Act that will make it mandatory for domestic and foreign registrants to include specific climate-related data in their annual reports and registration statements. The final rules will require information about a registrant’s climate-related risks that have materially impacted, or are reasonably likely to have a material impact on, its business strategy, results of operations, or financial condition. Continue reading "SEC Overview of Rules to Enhance and..." »

On March 6th, the SEC voted to adopt amendments to the disclosure requirements of Rule 605 of Regulation NMS for executions in national market system stocks (NMS stocks), which are stocks listed on a national securities exchange. Adopted in 2000, Rule 605 is intended to help the public compare and evaluate execution quality at different market centers. The SEC proposed the amendments in December 2022. Continue reading "SEC Adopts Amendments to Increase Transparency..." »

The SEC announced that its Division of Economic and Risk Analysis (DERA) reviewed certain Forms 10-Q and Forms 10-K filed in 2023 to determine whether filers’ cash flow statement data element presentation structure (such as parent and descendant relationship) is organized correctly. Cash flow statement presentation structure includes three parents: Net Cash Provided by or Used in the Operating Activities Abstract, Financing Activities Abstract, and Investing Activities Abstract. Continue reading "SEC Staff Reviews Cash Flow Statement Data..." »

On March 6th, the SEC announced that it is adopting amendments to its rules under the Securities Act and Securities Exchange Act that will make it mandatory for domestic and foreign registrants to include specific climate-related data in their annual reports and registration statements. The SEC initially proposed the rules in March 2022. The final rules will require information about a registrant’s climate-related risks that have materially impacted, or are reasonably likely to have a material impact on, its business strategy, results of operations, or financial condition. Continue reading "SEC Approves Amendments to Enhance and..." »

The SEC’s Division of Trading and Markets will hold an open meeting via webcast on sec.gov that will take place on Wednesday, March 6, 2024, at 9:45 a.m. ET. The meeting is free and open for the public to attend. During the meeting, SEC staff will consider climate-related disclosure requirements. Continue reading "SEC’s Division of Trading and Markets to..." »

On February 22nd, the SEC, in conjunction with the Office of Government Ethics, voted to adopt amendments to its ethics rules that are designed to both enhance and update its ethics compliance program. The amendments modernize the SEC’s current ethics requirements that govern the securities holdings and transactions of all agency employees, their spouses, and minor children. The amendments update the SEC’s Supplemental Ethics Rules, 5 CFR Part 4401.102, Supplemental Standards of Conduct for Members and Employees Securities and Exchange Commission. Continue reading "SEC Revises Ethics Rules Governing Securities..." »

The SEC’s Investor Advisory Committee will hold an open meeting via webcast on sec.gov on Thursday, March 7, 2024, at 10:00 a.m. ET. The meeting is free and open for the public to attend. It will feature two panels on equity market structure and materiality as a disclosure standard. {expires: 2024-03-08}
Continue reading "SEC Staff to Hold Investor Advisory Committee..." »

On January 24th, the SEC adopted rules to enhance investor protections in transactions related to special purpose acquisition companies (SPACs). The SEC also approved rules governing both shell company business combinations and disclosure of projections in SEC filings. An informational video that provides a high-level summary of the relevant policies is now available. Continue reading "SEC Overview of New SPACs Rules Available for..." »

On February 20th, the SEC reminded filers to confirm that internal links in their EDGAR filings are working properly before to submitting the filings on EDGAR. Electronic filers may include links to different sections within a single HTML document, such as, in exhibits filed under Item 601 of Regulation S–K. Filers should be mindful that incorrect internal links will result in errors surrounding those links when the filings are disseminated. Continue reading "SEC Reminds Filers to Confirm Accurate Internal..." »

The SEC’s Small Business Capital Formation Advisory Committee will hold an open meeting via webcast on sec.gov to discuss matters concerning rules and regulations affecting small and emerging businesses and their investors under the federal securities laws. The meeting will take place on Tuesday, February 27, 2024, at 10:00 a.m. ET. This meeting is free and open for the public to attend. {expires: 2024-02-28} Continue reading "SEC’s Staff to Discuss Accredited Investor..." »

The SEC has proposed a rule to update the dollar threshold for a fund to qualify as a “qualifying venture capital fund” for purposes of section 3(c)(1) of the Investment Company Act of 1940. Qualifying venture capital funds are not included in the Act’s definition of an “investment company.” The rule is intended to update the dollar threshold from the current standard of $10 million to $12 million aggregate capital contributions and uncalled committed capital. Under the Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018, the SEC is required to index the dollar figure for this threshold to inflation once every five years. Continue reading "SEC Proposes to Revise Definition of Qualifying..." »

The SEC has provided guidance on how to prepare and submit Inline XBRL filing fee exhibits (EX-FILING FEES) to the EDGAR system. This guidance is provided in accordance with the SEC’s Filing Fee Disclosure and Payment Methods Modernization rule, adopted in October 2021. As a reminder, GoFiler already provides a new filing fee disclosure preparation tool. Continue reading "SEC Provides Guidance on Inline XBRL Filing Fee..." »

The SEC will be closed Monday, February 19th in observance of President’s Day/Washington’s Birthday. The EDGAR System will not receive, process, or accept filings on this day. Filings with a due date of February 19th will be due the following business day, Tuesday, February 20th. The FERC will also be closed in observance of the federal holiday. eForms will accept filings submitted on February 19th. {expires: 2024-02-20} Continue reading "President’s Day" »

On February 8th, the SEC announced that, in conjunction with the Commodity Futures Trading Commission (CFTC), it has adopted amendments to Form PF that are designed to modernize reporting requirements for all filers and large hedge fund advisers. Form PF is the confidential reporting form for certain SEC-registered investment advisers to private funds. This includes those also registered with the CFTC as a commodity pool operator (CPO) or commodity trading adviser (CTA). The adopted revisions are intended to provide further insight into private funds’ operations and strategies, reduce reporting errors, and assist in identifying trends (those that could improve data quality and comparability). Continue reading "SEC Approves Amendments to Enhance Private Fund..." »

On February 6th, the SEC announced that it adopted two new rules that would require market participants who engage in certain dealer roles (especially those who assume significant liquidity-providing roles in the markets) to register with the SEC pursuant to Sections 15 and 15C of the Exchange Act, to become members of a self-regulatory organization (SRO), and to comply with federal securities laws and regulatory obligations as well as any applicable SRO and Treasury rules and requirements. Continue reading "SEC Approves New Rules to Include Certain..." »