On December 15, the SEC proposed updates to rules regarding disclosure about repurchases of an issuer’s equity securities (or buybacks) registered under Section 12 of the Securities Exchange Act of 1934. The rule amendments would reinforce the current periodic disclosure requirements about purchases required to be provided in Form N-CSR for registered closed-end funds, Form 10-K and Form 10-Q for domestic issuers, and Form 20-F for foreign filers. The proposed amendments would also establish a new Form SR and require an issuer to utilize the new form to provide prompt disclosure regarding purchases of its equity securities.
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On December 2nd, the SEC adopted amendments to finalize provisional final rules to carry out congressionally mandated submission and disclosure conditions that were introduced in Sections 2 and 3 of the Holding Foreign Companies Accountable Act of December 2020 (HFCA Act). The interim final amendments apply to registrants that: (1) the SEC identifies as having filed an annual report on Forms 10-K, 20-F, 40-F or N-CSR with an audit report issued by a registered public accounting firm that is in a foreign jurisdiction; and (2) the Public Company Accounting Oversight Board (PCAOB) is unable to inspect or investigate entirely because of a position taken by an authority in that jurisdiction. The final changes implement new submission and disclosure requirements to increase transparency and investor access to pertinent information concerning these registrants. Continue reading "SEC Approves Amendments to Finalize Interim..." »

On November 23, FASB issued proposed updates to the U.S. Generally Accepted Accounting Principles (GAAP) Financial Reporting Taxonomy concerning the Proposed Accounting Standards Update (ASU) on Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The proposed taxonomy updates are comprised of new elements, element deprecations, reference revisions, and updates to documentation and standard labels. Continue reading "FASB Proposes Updates for Future Taxonomy..." »

The SEC has published proposed amendments designed to revise and enhance requirements for the means by which broker-dealers, security-based swap dealers (SBSDs), and major security-based swap participants (MSBSPs) maintain electronic records and produce prompt records. These changes are intended to modernize current record-keeping requirements to facilitate the production of more timely and accurate information. Continue reading "SEC Announces Proposed Modifications to..." »

On November 29th, the SEC’s Office of the Chief Accountant and the Division of Corporation Finance published Staff Accounting Bulletin (SAB) No. 120, an interpretive guidance for public companies which details how to properly identify and disclose compensation costs for “spring-loaded awards” made to executives. Spring-loaded awards are share-based compensation arrangements in which a company grants stock options or other awards shortly before it announces market-moving information, for example, the disclosure of a substantial transaction or an earnings release that surpasses expected results. Continue reading "SEC Staff Issues Accounting Guidance on..." »

On November 18th, the SEC announced that it is proposing Rule 10c-1, in accordance with the Congressional mandate in the Dodd-Frank Act that the SEC enhance efficacy and transparency pertaining to the loan or borrowing of securities for brokers, dealers, and investors. Consistent with the SEC’s goals, the proposed rule helps to ensure that market participants, the public, and regulators have access to timely and comprehensive information about the market for securities lending. Continue reading "SEC Proposes Rule to Provide Transparency in..." »

On November 24th, the FERC published a Notice of Information Collection in the Federal Register. Consistent with the requirements of the Paperwork Reduction Act of 1995 (PRA), the FERC is requesting public feedback pertaining to currently approved information collections, FERC Form Nos. 6 and 6T (Annual Report of Oil Pipeline Companies) and 6-Q and 6-QT (Quarterly Report of Oil Pipeline Companies). Pursuant to the Interstate Commerce Act (ICA), the FERC is authorized and empowered to make investigations and to collect and record data to the extent FERC deems necessary or useful in order to carry out the provisions of the ICA. Continue reading "FERC Issues Notice of Information Collection on..." »

On December 1st, the SEC announced that it has updated its list of unregistered entities that use inaccurate data to solicit mainly non-US investors, adding 82 soliciting entities, eight impersonators of real firms, and one bogus regulator. Continue reading "SEC Revises List of Firms Using Inaccurate..." »

On November 18th, the SEC’s Division of Enforcement announced that in fiscal year 2021, it saw a number of critically important and first-of-their-kind enforcement actions to further endeavors to protect investors and promote market integrity. The agency also noted record-breaking achievements for and contributions to enforcement actions from its whistleblower program in fiscal year 2021. Continue reading "SEC Publishes Enforcement Results for Fiscal..." »

On November 17th, the SEC revised rules to allow shareholders to vote for their preferred combination of board nominees in contested elections. Under new Rule 14a-19, it will be mandatory for management or shareholders to use universal proxy cards when soliciting proxy votes for their own candidates in contested director elections. The rule requires that universal proxy cards list the names of all director candidates for an election at an upcoming shareholder meeting, whether or not the candidates were nominated by management or shareholders. Much like voting in person, the modifications will provide shareholders equal voting opportunity even when voting by proxy. Continue reading "SEC Approves New Rules for Universal Proxy..." »

On November 17th, the SEC voted to propose amendments to its rules governing proxy voting advice. The proposed updates are designed to address the concerns of investors and other parties that the existing rules may subject proxy advisory firms to both unnecessary litigation risks and compliance costs, which may hinder the timeliness and independence of proxy voting advice. Continue reading "SEC Proposes New Amendments to Proxy Rules..." »