On December 16, 2020, the SEC adopted rules intended to achieve the statutory objective of increasing the transparency of payments to governments for the purpose of the commercial development of their oil, natural gas, and minerals by enforcing Section 13(q) of the Exchange Act. Added to the Exchange Act in 2010 by Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 13(q) instructed the SEC to issue final rules that require resource extraction issuers (entities such as oil, natural gas, and mining companies that are required to file reports under Section 13 or 15(d) of the Securities Exchange Act of 1934) annually to file a Form SD that includes information about payments that are made to the federal government or a foreign government related to the commercial development of oil, natural gas, or minerals. Continue reading "SEC Approves Final Rules for the Disclosure of..." »

On December 11, 2020, the SEC adopted new Rule 15 under Regulation S-T to identify a number of measures the SEC may take in its governing of the Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system in promoting the integrity and reliability of EDGAR submissions. The new rule covers items not easily addressed by existing rules or filer corrective disclosure. The SEC has adopted Rule 15 to provide transparency and further substantiate the system by which it expeditiously informs filers and other relevant individuals of its activities under the rule. Continue reading "SEC Approves New Rule 15 Under Regulation S-T" »

On December 10, 2020, the SEC released the quarterly Private Funds Statistics report, a broadened set of data and analyses of recent private fund industry trends and statistics. First published by the Division of Investment Management’s Analytics Office in October 2015, this recurring report has been offering investors and other market participants beneficial insights on fund activity. Continue reading "SEC Publishes Supplemental Quarterly Private..." »

Version 5.6a of all applications in the GoFiler Suite has been released. This release corresponds to EDGAR 20.4 and contains support for the new form types and exhibits released by the SEC in EDGAR 20.4. It also has support for other EDGAR 20.4 changes, improvements to the validation for XDX and iXBRL documents, and new tools for pasting and for iXBRL redlining.

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On December 14, 2020, EDGAR Release 20.4 was released by the Securities and Exchange Commission. This release includes new exhibits types for Regulation A forms, a new checkbox on Forms 10-K, 20-F, and 40-F, and a number of changes that correspond to Release 33-10771.

Continue reading "SEC Releases EDGAR 20.4" »

On December 9, 2020, the SEC announced that it is amending Regulation National Market System (“Regulation NMS”) under the Securities Exchange Act of 1934 to revise the national market system for the collection and dissemination of information concerning quotations for and transactions in national market system (“NMS”) stocks (“NMS information”). The adopted rules are part of the SEC’s broader initiative and continuing efforts to streamline its equity market regulatory framework to address substantial changes in trading markets and more accurately match the needs of retail and institutional investors, issuers, and other market participants. The revisions are designed to foster competition and transparency to improve data quality and data access for all market participants.
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On December 3, 2020, the SEC adopted a new rule under the Investment Company Act of 1940 (the “Act”), which will establish both the framework for fund valuation practices and the function of the board of directors regarding the fair value of a business development company (“fund”) or the investments of a registered investment company. The rule is intended to simplify how fund boards can meet the requirements of their valuation obligations considering market developments, such as an increase in both the type and volume of information used in valuation determinations and the increase in the variety of asset classes held by funds. Continue reading "SEC Revises Framework for Fund Valuation Practices" »

On December 7, 2020, the Municipal Securities Rulemaking Board (MSRB), which is responsible for safeguarding the integrity of the roughly $4 trillion municipal securities market, released a statement requesting public comment on its upcoming strategic goals and priorities. Overseen by the SEC and Congress, the MSRB is an independent self-regulatory organization with a statutory mission to protect investors, municipal entities, obligated persons, and the public interest in the municipal securities market. The organization is tasked with promoting a fair and efficient municipal securities environment, a mission fulfilled by adopting rules for municipal securities dealers and municipal advisors; supporting market transparency through the Electronic Municipal Market Access (EMMA) website and other market transparency systems; and serving as the official source for municipal securities data and disclosure documents. The SEC, the Financial Industry Regulatory Authority, and bank regulators conduct examination and enforcement activities related to MSRB rules.  Continue reading "MSRB Seeks Public Input on Its Strategic Goals..." »

On December 3, 2020, the SEC announced that its Strategic Hub for Innovation and Financial Technology (FinHub) will become a stand-alone office with Valerie A. Szczepanik, its pioneering director, continuing to lead and report directly to the SEC Chairman. Since it was established within the Division of Corporation Finance in 2018, FinHub has led agency efforts to encourage responsible innovation in the financial sector, for example, in evolving areas such as digital assets and distributed ledger technology, digital marketplace financing, automated investment advice, and artificial intelligence and machine learning. Continue reading "SEC Announces Stand-alone Office Focused on..." »

On November 24, 2020, the SEC proposed amendments to Rule 701 under the Securities Act of 1933 that seek to modernize the requirements for the inclusion of company securities in worker-company compensation arrangements. This will help ensure that workers have the opportunity to share in the growth of the business. The revision, with investor protection at the forefront, provides an exemption from: 1) registration for securities issued by non-reporting issuers pursuant to compensatory arrangements, and; 2) Form S-8, the Securities Act registration statement for compensatory offerings by reporting issuers. The modifications are part the SEC’s continued efforts to review and improve rules to better align them with the economy and current employment practices. Continue reading "SEC Proposes Amendments to Modernize Framework..." »

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.
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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..." »