The SEC voted on November 24, 2020, to propose rules that would permit an issuer provide equity compensation to certain “platform workers” who provide services available through the issuer’s technology-based platform or system. Under the proposal, such permission would be issued on a temporary basis and subject to percentage limits (no more than 15% of annual compensation), dollar limits (no more than $75,000 in three years) and other conditions.
Continue reading "SEC Seeks Comment on Temporary Rules to..." »

To help filers avoid missing deadlines and reduce online traffic around crucial filing dates, the SEC releases a filing schedule detailing when it expects to receive the highest volume of EDGAR filings. The 2021 schedule is now available from the SEC. Continue reading "SEC Releases 2021 Peak Filing Volume Dates for..." »

On November 17, 2020, the SEC and the US Departments of Justice, Commerce, and State announced that the Working Group on Bribery of the Organisation for Economic Co-operation and Development (OECD Working Group) published its Phase 4 Report of the United States. The Phase 4 Report is part of the OECD Working Group’s peer monitoring process which: 1) was issued after a year-long evaluation comprised of a series of interviews with private sector, government, academic, and civil society experts; and 2) places emphasis primarily on the United States’ enforcement of the Foreign Corrupt Practices Act (FCPA), its foreign bribery statute. Continue reading "OECD Working Group on Bribery Praises United..." »

On November 23, 2020, the SEC published a Policy Statement and Guidance focused on central counterparties (CCPs) authorized under the European Markets Infrastructure Regulation (EMIR) who may apply to access and operate in the US securities markets. Through the Statement, the SEC provides a look into its processes and emphasizes effective ways that CCPs based in the European Union (EU) may register as a clearing agency or request exemptions from certain requirements under the Securities Exchange Act of 1934. Continue reading "SEC Publishes Statement on European Central..." »

On November 25, 2020, the SEC announced its virtual Investor Advisory Committee meeting that will take place on Thursday, December 3, 2020. The event will begin at 10:00 a.m. ET and will be presented live via webcast for public viewing on sec.gov. The meeting also will be archived on the Committee’s website for later viewing. Continue reading "SEC Announces Virtual Investor Advisory..." »

The SEC will be closed Thursday, November 26 in observance of Thanksgiving Day. The EDGAR System will not receive, process or accept filings on this day. Filings with a due date of November 26 will be due the following business day.
Continue reading "Thanksgiving Hours" »

The SEC has released the agenda for the Tuesday, December 1, 2020 convening of the Asset Management Advisory Committee (AMAC). The free event will take place from 9 a.m. through 3:30 p.m. ET and will be presented live via webcast on sec.gov. The AMAC was established to provide the SEC with diverse points of view on asset management and related advice and recommendations. The committee is a group made up of outside experts, including parties representing the perspectives of small and large funds, retail and institutional investors, intermediaries, and other market participants.
Continue reading "SEC Announces Agenda for December 1 Meeting of..." »

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.

Continue reading "New Release (5.5c) for the GoFiler Family of..." »

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.
Continue reading "SEC Releases Guidance on Scaling Errors in XBRL..." »

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.
Continue reading "SEC Releases Notice of German Substituted..." »

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.
Continue reading "SEC Approves Amendments to Harmonize and..." »