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On September 17, 2019, the Securities and Exchange Commission proposed rules to update the statistical disclosures that banks and loan registrants provide to investors, and eliminate disclosures that overlap with SEC rules, U.S. GAAP or IFRS.  The proposed rules would replace Industry Guide 3, Statistical Disclosure by Bank Holding Companies, with updated disclosure in a…

In this Lexis Practice Advisor® Practice Note, we discuss the amendments proposed by the U.S. Securities and Exchange Commission (SEC) on May 3, 2019 in connection with financial statement disclosures on business acquisitions and dispositions as required by Regulation S-X’s (17 C.F.R. §§ 210.1-01 – 12-29) Rule 3-05 (Financial Statements of Businesses Acquired or…

At the Economic Club of New York, in keynote remarks, Chair Clayton reviewed the Securities and Exchange Commission’s recent initiatives.  He highlighted the Commission’s adoption of Regulation Best Interest (Reg BI).  Repeating a common theme, Chair Clayton discussed concerns relating to increased reliance on the private capital markets.  Clayton noted that, while twenty-five years ago,…

On September 6, 2019, the Division of Corporation Finance of the US Securities and Exchange Commission announced a significant change to its process with respect to reviewing no-action requests submitted to the Division pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended.  This Legal Update discusses the change and related…

Our latest market trends article discusses Staff Legal Bulletin No. 14I and Staff Legal Bulletin No. 14J of the Division of Corporation Finance of the Securities and Exchange Commission, both of which provide guidance with respect to shareholder proposals submitted for inclusion in company proxy statements pursuant to Rule 14a-8 under the Securities Exchange Act…

On September 5, 2019, the Investor Advisory Committee will hold an open meeting (telephonic) in order to consider and address recommendations regarding the proxy process.  On September 19, the Committee will hold an in-person open meeting.  The agenda for this meeting includes a discussion relating to developing better disclosures for investors and a discussion on…

The US Securities and Exchange Commission (SEC) has announced an increase in the filing fees to be paid by public companies and other issuers during the SEC’s 2020 fiscal year. Effective October 1, 2019, the filing fee rate will increase approximately 7.1 percent from the current rate of $121.20 per million dollars to $129.80 per…

In this Lexis Practice Advisor® Practice Note, we discuss the Securities and Exchange Commission’s (SEC) proposed rule that would expand the permitted use of “testing-the-waters” communications from emerging growth companies (EGCs) only to all issuers, regardless of size or reporting status. Proposed by the SEC on February 19, 2019, Rule 163B under the Securities…

With the increased concentration of share ownership by institutional investors over the past several decades, the influence of proxy advisory firms on shareholder votes has grown dramatically, all while the proxy regulatory process has become more complex. Against this background, the US Securities and Exchange Commission issued two interpretive releases on August 21, 2019. This…

On August 20, 2019, the SEC charged a pharmaceutical company with violations of Regulation FD based on its sharing of material, nonpublic information with sell-side research analysts on two separate occasions without also disclosing the same information to the public.

The SEC found that on two separate occasions in June 2017, the company selectively disclosed…