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On October 31, 2018, the Securities and Exchange Commission (the “SEC”) adopted new property disclosure requirements for mining company registrants. The new rules, codified in Subpart 1300 of Regulation S-K, aim to replace the SEC’s thirty-year-old Industry Guide 7 by providing investors with a more comprehensive disclosure of a public company’s mining properties. Changes include:…

The SEC announced an upcoming roundtable (date and details to come) that will focus on the causes of short-termism, including the role of quarterly disclosures.  At the end of 2018, the SEC had published a request for comment regarding the timing of earnings releases and quarterly reports by public companies.  The statement regarding the roundtable…

On May 9, 2019, the US Securities and Exchange Commission (SEC) proposed revisions to the accelerated filer and large accelerated filer definitions in 17 CFR 12b-2 (Rule 12b-2). These proposed changes would reduce the number of issuers that qualify as accelerated filers and reduce compliance costs for smaller reporting companies.

If the proposal is adopted,…

In recent years, the Staff of the Securities and Exchange Commission (the “SEC”) has been providing comments regarding companies’ presentations of non-GAAP financial measures in public filings.  Working with Audit Analytics, we surveyed SEC Staff comment letters provided to mortgage real estate investment trusts (“REITs”) in 2018 and 2017 and observed a significant increase in…

The Securities and Exchange Commission proposed amendments to the accelerated filer and large accelerated filer definitions, which have been highly anticipated.  As noted in prior blog posts, at the time that the SEC adopted amended definitions of smaller reporting company, market participants had expected that the SEC would address the thresholds that trigger a requirement…

On May 3, 2019, the US Securities and Exchange Commission (SEC) proposed revisions to financial statement disclosures with respect to business acquisitions and dispositions required by Regulation S-X’s Rule 3-05 (Financial Statements of Businesses Acquired or to be Acquired (Rule 3-05)), Rule 3-14 (Special Instructions for Real Estate Operations to be Acquired (Rule 3-14)), Article…

In April, the Securities and Exchange Commission (the “SEC”) announced that it is soliciting comments on a proposed rule change submitted by The Nasdaq Stock Market LLC (the “Nasdaq”) that will impose additional requirements for companies listing in connection with offerings under Tier 2 of Regulation A under the Securities Act of 1933 (the “Securities…

The Securities and Exchange Commission has scheduled an open meeting for May 9, 2019 at 9 am, which will be webcast.

At the open meeting, the SEC will consider whether to propose new rule amendments to the accelerated filer and large accelerated filer definitions to promote capital formation for smaller reporting issuers by more appropriately…

As part of the Disclosure Effectiveness initiative, the Securities and Exchange Commission proposed amendments to address the financial disclosure requirements in connection with acquisitions and dispositions.  The SEC proposed amendments to the requirements in Rules 3-05, 3-14, and Article 11 of Regulation S-X, as well as related rules and forms, for financial statements of businesses…