On August 26th, the SEC announced that it has adopted amendments to update the description of business (Item 101), legal proceedings (Item 103), and risk factor disclosures (Item 105) that registrants are required to make in accordance with Regulation S-K. The amendments modernize these items to reflect the many changes in US capital markets and the domestic and global economy in recent decades. Before the adoption of these new rule amendments, there had not been significant revisions to these disclosure requirements in over 30 years. Continue reading "SEC Modernizes Disclosures of Business, Legal..." »

On August 26th, the SEC adopted amendments to the “accredited investor” definition. This definition is one of the primary criteria for determining which entities and investing professionals are eligible to participate in private capital markets. Traditionally, individual investors who do not meet specific income or net worth qualifications have been denied the chance to invest in complex and vast private markets, regardless of their financial sophistication. The amendments update and improve the definition to recognize more effectively institutional and individual investors that have the knowledge and expertise to participate in those markets.
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On August 26th, the SEC announced the first fee rate advisory for the fiscal year 2021, which will go into effect on October 1, 2020. Under this new rate, the fees that public companies and other issuers pay to register their securities with the SEC will be set at $109.10 per million dollars, a drop from $129.80 per million dollars. Continue reading "First Fee Rate Advisory for Fiscal Year 2021" »

On August 26th, the SEC announced that it will be carefully monitoring the effects of Hurricane Laura on investors and capital markets. As the SEC tracks the storm’s developments, it will consider easing regulatory requirements and extending filing deadlines for those affected by the storm.
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On August 19th, the SEC voted to overturn a rule exception that allowed a proposed national market system (NMS) plan fee amendment to become effective upon filing before review and comment by investors and other market participants. The fee exception contained in Rule 608(b)(3)(1) of Regulation NMS allowed a fee amendment to become effective immediately upon filing with the SEC, and an NMS plan could start charging the new fee before an opportunity for public comment and without SEC action. Also, Rule 608 did not include specific timelines for public notice and SEC action on NMS plan proposals. Continue reading "SEC Issues New Ruling to Ensure Public Notice,..." »

On August 24th, the SEC proposed a new rule to aid in its administration of EDGAR. This new rule (Regulation S-T Rule 15 under General Rules and Regulations for Electronic Filings) should allow the SEC to continue to promote the integrity and reliability of EDGAR submissions at a time when submissions to the system are rapidly increasing in volume.
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Version 5.4b of all applications in the GoFiler Suite has been released. This release contains additional protections and features to deal with the EDGAR system issues that are occurring for many filers. Additionally, this release has a new Tidy HTML function and new processing in XDX to override the presentation on which facts created by an engram will appear. There have also been a number of improvements to the general application to further improve the handling of large files or files with long lines and to reorganize tools on the Edit Ribbon.

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Market instability due to COVID-19 and the pandemic’s impact on normal business operations may have increased the risks associated with investing in the modern securities marketplace. The SEC’s Office of Compliance Inspections and Examinations (OCIE) has identified a number of COVID-19-related issues relevant to SEC-registered investment advisers and broker-dealers (“firms”) and has released a risk alert exploring these topics. The purpose of the risk alert is to share some of these observations with firms, investors, and the public.
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On August 5th, the SEC released procedures that create a staff-led process to nominate candidates for appointment to the Investor Advisory Committee. A nominating committee comprised of individuals from across the SEC’s divisions and offices will identify candidates for vacancies on the Investment Advisory Committee. Initially, this nominating committee will be chaired by Robert Marchman, Senior Policy Advisor for Diversity and Inclusion.
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Recently the SEC has been deploying significant technical upgrades to the EDGAR system. As a result, there have been unexpected performance issues which are inconveniencing filers. The SEC is aware of these issues and is working to resolve them.
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On August 5th, the SEC proposed comprehensive modifications to the mutual fund and exchange-traded fund disclosure framework. These funds are registered on Form N-1A (called “open-end funds”). The proposed disclosure framework would feature concise and visually engaging shareholder reports that would highlight pertinent information that retail investors use to monitor their fund investments. As a central component of the SEC’s investor experience initiative, the proposal responds to comments the SEC received in 2018 concerning retail investors’ experience with fund disclosure. Continue reading "SEC Proposes to Modernize Fund Shareholder..." »

Please be aware that there are two significant issues that are currently affecting filers: a) issues with HTML code generated by software other than GoFiler that can result in data loss if the HTML code contains no line returns; and b) SEC changes to the EDGAR system that are affecting the filing and acceptance response time and performance. The first issue has been addressed in a hotfix for GoFiler, which you can download and install by following the instructions in this notice. The second is not a problem with GoFiler but rather a general problem with the SEC changes to the EDGAR system. More information on that is also available in this notice.

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The ongoing COVID-19 pandemic has highlighted the importance of access to capital for small businesses across the country. The Small Business Capital Formation Advisory Committee recently met to discuss and develop solutions that can support small business’ short- and long-term capital needs. The SEC responded to the Committee’s feedback with temporary emergency relief to expedite the offering process for smaller, established companies. Continue reading "Small Business Capital Formation Advisory..." »

The SEC’s Division of Economic and Risk Analysis (DERA) recently released its analysis of custom tag usage in financial filings submitted to the SEC. The analysis covered XBRL financial data submitted with Forms 20-F, 20-F/A, 40-F and 40-F/A from January 2017 to December 2019 by filers preparing their reports using International Financial Reporting Standards (IFRS), which is issued by the International Accounting Standards Board. The analysis focused on trends in filers’ use of custom tags in their XBRL financial data for these forms during the last three years in two categories: 1) Financial statements (F/S) only and 2) F/S and notes.
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On July 24th, the SEC and the Federal Deposit Insurance Corporation (FDIC) adopted a final rule required by the Dodd-Frank Act that clarifies and implements provisions relating to the orderly liquidation of certain brokers or dealers (covered broker-dealers) in the event the FDIC is appointed receiver under Title II of the Dodd-Frank Act. This final rule was adopted in consultation with the Securities Investor Protection Corporation (SIPC).
Continue reading "Agencies Adopt Final Rule on the Orderly..." »