On November 18, 2020, the SEC published a draft of the EDGAR Filer Manual Volume II “EDGAR Filing,” (Version 56). Though there may be elements of the draft the SEC has not approved, may approve or disapprove, and may modify, the agency is making the draft available to the filing community to: 1) solicit responses; and 2) support filers in preparing for the potential amendments to the EDGAR system that are detailed in the draft. The release of the draft EDGAR Filer Manual is not meant to imply SEC support of any proposed changes relating to the EDGAR system expressed in the draft. Continue reading "SEC Releases Draft EDGAR Filer Manual (Volume..." »

Version 5.5c of all applications in the GoFiler Suite has been released. This release contains support for the CSS 3 page break properties, as well as a number of corrections and improvements to Page View to create and validate xHTML code. Improvements and corrections were also made to XDX processing.

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On November 16, 2020, the SEC announced that Jay Clayton, who has led the agency since May 2017, is stepping down as chairman at the end of 2020. He will leave the agency as one of its longest serving chairs. Continue reading "SEC Chairman Jay Clayton Plans to Conclude..." »

The SEC announced on November 19th that it has adopted amendments that will modernize, simplify, and enhance certain financial disclosure requirements in Regulation S-K. These amendments are intended to improve the focus of financial disclosures on material information for the benefit of investors while also simplifying compliance for registrants by reducing the costs and burdens. In addition, the amendments will improve the readability and navigability of disclosure documents and discourage repetition and disclosure of immaterial information. Continue reading "SEC Modernizes and Enhances Management’s..." »

On November 19th, the SEC released an announcement concerning scaling errors between Entity Common Stock Shares Outstanding and Common Stock Shares Outstanding in XBRL filings. In certain periodic reports, filers must disclose the number of common shares outstanding on the filing cover page and on the balance sheet. These amounts must be tagged in XBRL submissions with the “Entity Common Stock Shares Outstanding” and “Common Stock Shares Outstanding” elements, respectively.
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On November 17, 2020, the SEC voted to approve new rules and rule amendments that will: (1) provide greater flexibility regarding documents filed with the SEC by authorizing the use of electronic signatures in authentication documents and; (2) facilitate electronic service and filing in the SEC’s administrative proceedings. The new rules and amendments are part of a series of measures taken by the SEC that are designed to strengthen and modernize the agency’s operations. The changes to signature requirements are specifically the result of difficulties encountered by filers with obtaining signatures during the COVID-19 pandemic. Electronic signature technology has advanced such that confidence in an electronic signature is equatable to a manual signature. Continue reading "SEC Approves Rules to Facilitate Electronic..." »

On November 9, 2020, the SEC voted to release a notice of a substituted compliance application by Germany’s Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), as well as a proposed order that would provide provisional substituted compliance for German firms registered with the SEC as security-based swap dealers and security-based swap participants. These are the latest in a series of measures taken by the SEC to stand up Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act, including cross-border regulation.
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On November 2nd, the SEC approved amendments intended to harmonize, enhance, and streamline the layered and complicated exempt offering framework. These rule amendments were first proposed in March 2020. Shaped by public feedback and recommendations received from the SEC’s advisory committees, the SEC’s Government-Business Forum on Small Business Capital Formation, and through direct outreach and engagement with investors and issuers, the modifications are intended to reduce potential friction points to streamline the capital-raising process and meet ever-changing market needs.
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On November 12th, the SEC announced it is creating a new Office of Data Science and Innovation as part of its Division of Economic and Risk Analysis (DERA). DERA offers impartial quantitative and qualitative economic analyses, accurate and reliable data, and insights from scientific research that aids in SEC’s rulemaking, enforcement, and examination operations. Continue reading "SEC Creates New Office of Data Science and..." »

The SEC will be closed Wednesday, November 11 in observance of Veterans Day. The EDGAR System will not receive, process, or accept filings on this day. Filings with a due date of November 11 will be due the following business day.
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On November 3rd, the SEC released the agenda for the upcoming meeting of the Small Business Capital Formation Advisory Committee, which is to be held on Monday, November 9, 2020. The event will take place from 10:00 a.m. through 2:30 p.m. ET and will be presented live via webcast on sec.gov for public viewing. The video conference will also be archived on the SEC’s webpage for later viewing. Continue reading "SEC Announces Agenda for November 9 Virtual..." »

On November 2nd, the SEC’s Division of Enforcement issued its annual report for fiscal year 2020. The report provides details on the Division’s COVID-19-related enforcement efforts, reviews substantial actions and significant areas of strategic change, and provides a thorough look at the Division’s achievements over the past year. Continue reading "SEC Division of Enforcement Releases Annual..." »

On October 29th, the SEC released the agenda for the November 5, 2020 special meeting of the Asset Management Advisory Committee (AMAC). This committee was formed to provide the SEC with diverse viewpoints on asset management and related advice and recommendations. The event will be webcast live on the SEC’s website beginning at 9:00 a.m. ET and is freely open to the public. The presentation will also be archived on the website for later viewing. Continue reading "SEC Announces Agenda for November 5th Virtual..." »

On October 28th, the SEC adopted a new rule and rule revisions to the regulatory framework for derivatives usage under the Investment Company Act. The enhancements will provide an updated and thorough approach to the regulation of registered investment funds’ derivatives usage that reflects developments over the past decades and focuses on investor protection matters. The Investment Company Act generally limits registered funds and business development companies from engaging in transactions that involve potential future payment obligations. This may include obligations under derivatives such as forwards, futures, swaps and written options. The new rule allows funds to enter into these transactions if they comply with conditions designed to protect investors, such as adopting a derivatives risk management program and complying with a limit on the amount of leverage-related risk that the fund may obtain based on value-at-risk (VaR). Continue reading "SEC Revises Regulations for Derivatives Usage..." »

On October 22nd, the SEC and the Commodity Futures Trading Commission (CFTC) convened for their first collaborative open meeting to vote on rulemaking efforts. The meeting embodies the agencies’ ongoing efforts to further achieve their shared regulatory objectives and better serve the markets and investors while exploring potential opportunities for efficiencies in portfolio margining. The markets the agencies regulate are extremely interconnected, making coordination vital to regulatory effectiveness. Continue reading "SEC, CFTC Approve Final Rule on Security..." »