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On August 5, 2020, the Securities and Exchange Commission will hold an open meeting, which will be webcast, in order to, among other things, consider whether to propose amendments to the advertising rules for business development companies and registered investment companies.  The SEC also will consider whether to propose rules and form amendments intended to…

Speaking at a recent PLI Investment Management Institute session, Securities and Exchange Commission Division of Investment Management Director Nadia Blass provided a number of insights regarding future rulemaking.  Among other things, Division Director Blass noted some lessons learned as a result of the pandemic.  For example, she noted that during this period, it became evident…

This First Analysis article discusses the amendments adopted by the U.S. Securities and Exchange Commission on May 21, 2020 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 to be Acquired (Rule 3-05)), Rule…

The staff of the Securities and Exchange Commission’s Division of Corporation Finance issues comment letters relating to registration statements and periodic report filings. This note examines the issues raised in SEC staff comment letters for IPOs relating to the valuation of equity awards issued to employees at a value that may be considered less than…

Today, the Securities and Exchange Commission adopted amendments to the proxy rules.  The amendments amend the definition of “solicitation” in Exchange Act Rule 14a-1(l) in order to make clear, consistent with the SEC’s longstanding view, that it includes proxy voting advice, with certain exceptions.  The amendments also revise Rules 14a-2(b)(1) and (b)(3), which provide exemptions…

In a recent speech, SEC Commissioner Roisman shared his own views regarding ESG disclosures.  The Commissioner touched on the difficulty associated with defining “ESG.”  Specifically, he noted that corporate governance perhaps should be considered separately from the “E” and “S”.  The Commissioner also noted that there is an element of subjectivity associated with the issues…

On July 22, 2020, the Securities and Exchange Commission will hold an open meeting to consider whether to adopt proxy related amendments.  The SEC will consider whether to adopt proxy rule amendments that would provide investors who use proxy voting advice with more transparent, accurate, and complete information on which to make voting decisions.  The…

The SEC Office of the Investor Advocate is required to produce and deliver to Congress a report on its objectives for the subsequent fiscal year.  Just recently, the Investor Advocate released and delivered its report outlining the principal objectives for the fiscal year 2021.

The report expresses growing concern regarding the Securities and Exchange Commission’s…

Late last week, the House Appropriations Committee approved a bill that addresses the budgets for among other agencies, the Securities and Exchange Commission.  While the bill would authorize an increase in the SEC budget for fiscal year 2021, it comes with strings.  The bill contains a section, Section 540 (repeated below), which would condition spending…