On April 8th, the SEC voted to adopt rule amendments to implement certain provisions of the Small Business Credit Availability Act (the BDC Act) and the Economic Growth, Regulatory Relief, and Consumer Protection Act (the Registered CEF Act) relating to business development companies and other closed-end funds. Business development companies (BDCs) are a type of closed-end fund that primarily invests in small and developing companies. As directed by Congress, the rules will allow BDCs and other closed-end funds to use the securities offering rules that are already available to operating companies. These amendments are designed to improve registration and communications processes for BDCs and registered closed-end funds. Through that, the changes will provide important benefits to market participants and investors, including advancing capital formation and modernizing and streamlining disclosures. Further, the reforms will allow eligible funds to engage in a streamlined registration process that has long been available to operating companies, including modernized communications and prospectus delivery procedures and requirements. Through this, BDCs and other closed-end funds will be better able to respond to market opportunities.
Continue reading "SEC Adopts Offering Reforms for Business..." »

The SEC announced on April 8th that it is providing temporary, conditional exemptive relief for business development companies (BDCs) to enable them to make additional investments in small and medium-sized businesses, particularly those with operations affected by COVID-19. BDCs were created to provide capital to smaller domestic operating companies that may not be able to readily access the capital markets through other means.
Continue reading "SEC Provides Temporary Relief for Business..." »

On April 7th, the SEC’s Office of Compliance Inspections and Examinations (OCIE) issued two risk alerts: Examinations that Focus on Compliance with Regulation Best Interest and Examinations that Focus on Compliance with Form CRS. These risk alerts provide broker-dealers and investment advisers with advance information about the expected scope and content of the initial examinations for compliance with Regulation Best Interest and Form CRS. Regulation Best Interest and Form CRS are key components of a broad package of rules and interpretations that was adopted contemporaneously on June 5, 2019. The package is intended to enhance the quality and transparency of retail investors’ relationships with broker-dealers and investment advisers.
Continue reading "SEC’s Office of Compliance Inspections and..." »

The SEC’s latest update to the published CUSIP database contained an internal formatting change that causes additional whitespace in the CUSIP data. This is in turn causing issues when users check CUSIPs using the tools available in Form 13F View. This problem will be resolved in our next update (currently scheduled for April 20). Until then, we are providing the following workaround for users.

Continue reading "Notice to Users Regarding CUSIP Database" »

On April 3rd, the SEC released a statement concerning the importance of high-quality financial reporting given the significant impacts of the ongoing COVID-19 pandemic. Along with other divisions and offices of the SEC, the Office of the Chief Accountant (OCA) is closely monitoring the issues raised by COVID-19 on investors and global capital markets. The pandemic has presented a serious challenge with significant implications for financial reporting, national markets, and the US economy more generally.
Continue reading "SEC’s Office of the Chief Accountant Issues..." »

On April 2nd, a group of five federal financial regulatory agencies announced that they will consider comments submitted before May 1, 2020 on the proposal to modify the Volcker rule’s general prohibition on banking entities investing in or sponsoring hedge funds or private equity funds. These funds are generally known as “covered funds.”
Continue reading "Federal Agencies to Consider Comments on..." »

The SEC’s Office of the Advocate for Small Business Capital Formation announced on March 31st that it is hosting a series of virtual coffee breaks to engage with the public to discuss updates, trends, and perspectives on how COVID-19 is impacting raising capital. Each virtual coffee break will spotlight what is currently happening in a particular area of the market and incorporate feedback from entrepreneurs, investors, and other market participants. Continue reading "SEC Small Business Advocate to Host Virtual..." »

On March 31, the SEC announced its Small Business Capital Formation Advisory Committee will host a meeting via video conference on April 2, 2020. This meeting is in response to the challenges small businesses are facing in coping with COVID-19.
Continue reading "SEC Announces Meeting of Small Business Capital..." »

On March 25th, the SEC’s Division of Corporation Finance released Guidance Topic No, 9, which focuses on guidance for disclosure given the impacts of the ongoing coronavirus pandemic. This guidance provides the Division of Corporation Finance’s current views regarding disclosure and other securities law obligations that companies should consider in light of business and market disruptions. The Division of Corporation Finance reminds readers that this guidance is not a rule, regulation, or statement of the SEC. Like all staff guidance, the advice has no legal force or effect. It does not alter or amend applicable law, and it creates no new or additional obligations for any person.
Continue reading "Corporation Finance Disclosure Guidance Topic:..." »

The SEC and its staff recognize that the COVID-19 public health crisis has presented challenges for some entities and individuals who require initial access to file through the EDGAR system, particularly those applicants who have experienced trouble obtaining notarization of the authorized signature on the Form ID application. This notarization process is required by Rule 10(b) of Regulation S-T.
Continue reading "SEC Adopts Temporary Final Rule to Address Form..." »

On March 26th, the SEC announced it will provide additional temporary regulatory relief to market participants due to the impacts of Coronavirus Disease (COVID-19). These actions involve 1) parties needing to gain access to make filings on the EDGAR system, 2) certain company filing obligations under Regulation A and Regulation Crowdfunding, and 3) a filing requirement for municipal advisers.
Continue reading "SEC Provides Additional Temporary Regulatory..." »

The SEC announced on March 25th that it is extending the filing periods covered by its previously enacted conditional reporting relief for certain public company filing obligations under the federal securities laws. It is also extending regulatory relief that was previously provided to funds and investment advisers whose operations may be affected by COVID-19. In addition, the SEC’s Division of Corporation Finance has now issued its views regarding disclosure obligations and other securities law matters as the impact of COVID-19 increases. Continue reading "SEC Extends Conditional Exemptions From..." »

The SEC released an announcement concerning Form ID and difficulties with form notorization given the recent coronavirus pandemic and its impact on business. The SEC understands that the COVID-19 public health crisis is presenting challenges for some entities and individuals who are seeking initial access to file submissions through the EDGAR system. In particular, users are encountering trouble in meeting the notary requirement in the Form ID access application process. This problem with notary access is also affecting other EDGAR access processes that require notarization.
Continue reading "Form ID and Notorization Issues" »

On March 23rd, the SEC announced temporary flexibility for registered funds affected by recent market events. New exemptions will provide additional flexibility for registered open-end management investment companies other than money market funds (“open-end funds”) and insurance company separate accounts registered as unit investment trusts (“separate accounts”) to obtain short-term funding. The flexibility detailed in this order will permit these funds to borrow funds from certain affiliates and to enter into certain other lending arrangements. The relief is designed to provide funds with additional tools to manage their portfolios for the benefit of all shareholders as investors possibly seek to rebalance their investments in light of market turmoil.
Continue reading "SEC Provides Temporary Additional Flexibility..." »

The SEC released for immediate effectiveness a proposed rule filing submitted by New York Stock Exchange LLC (NYSE) to facilitate electronic auctions in light of the NYSE’s decision to temporarily close its New York trading floor. NYSE announced that it will temporarily close its trading floor effective Monday, March 23, as a precautionary measure in response to COVID-19. The NYSE rule filing modifies certain rules to set wider price parameters and to remove volume limits, within which NYSE designated market makers (DMMs) can facilitate auctions in an electronic trading environment.
Continue reading "SEC Enables Immediate Effectiveness of Changes..." »