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Securities and Exchange Commission Chair Jay Clayton made remarks at the University of Pennsylvania, which covered a broad range of topics. Chair Clayton noted that under his tenure the SEC’s Reg Flex agenda has become less aspirational and has been more focused on identifying the near-term actions that the SEC expects to undertake. To that…

On November 5, 2019, the US Securities and Exchange Commission proposed several amendments to Rule 14a-8 promulgated under the Securities Exchange Act of 1934. The proposed amendments are intended to “recognize the significant changes that have taken place in our markets in the decades since these regulatory requirements were last revised….” This Legal Update discusses…

Securities and Exchange Commission Chair Jay Clayton gave opening remarks in connection with the Investor Advisory Committee meeting.

The Committee’s meeting agenda includes a discussion of whether and how investors use environmental, social and governance (ESG) data in connection with deciding on investments. Institutional investors have been increasingly vocal regarding their interest in ESG matters…

The Securities and Exchange Commission’s Small Business Capital Formation Advisory Committee recently published the agenda for its upcoming November 12, 2019 meeting. The Committee will gather to discuss the Commission’s recent Concept Release seeking comments on the exempt offering framework. The first panel will discuss, among other topics, harmonization, the regulation of offers and sales,…

On October 16, 2019, the Division of Corporation Finance of the US Securities and Exchange Commission issued Staff Legal Bulletin No. 14K to provide additional guidance on shareholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934. This Legal Update describes this recent staff guidance and provides related practical considerations for…

The Securities and Exchange Commission announced a meeting of the Investor Advisory Committee on November 7, 2019.  The meeting will begin at 9:30 a.m. ET and is open to the public.  The meeting will be webcast live and archived on the committee’s website for later viewing.  The Committee will discuss and consider whether investors use…

On October 17, 2019, the Staff of the Division of Investment Management released FAQs meant to assist business development companies (“BDCs”) that have obtained the requisite approvals for lowering their asset coverage from 200% to 150% in satisfying the applicable repurchase offer obligation.  As required by Section 61(a) of the Investment Company Act of 1940,…

The Securities and Exchange Commission issued a statement (see link) that seeks innovative proposals that would improve the secondary market structure for exchange listed equity securities that trade in lower volumes, or “thinly traded securities.” Small cap companies are particularly adversely affected by limited liquidity. The Commission also shared a background paper produced by…

On September 26, 2019, the US Securities and Exchange Commission extended the ability to test the waters to all issuers by adopting the highly anticipated new Rule 163B under the Securities Act of 1933 (the Securities Act). The new rule allows any issuer, or any person acting on the issuer’s behalf, to engage in test…