Securities Regulation

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At the AICPA conference we have previously blogged about, the Chief Accountant explained that the SEC’s Office of the Chief Accountant (“OCA”) is led by the Chief Accountant, who serves as the principal advisor to the SEC on accounting and auditing matters arising in the administration of the federal securities laws.  The OCA has a…

In his testimony today in Congress, Securities and Exchange Commission Chair Jay Clayton provided an update on the rulemaking work undertaken by the SEC during the fiscal year and provided updates on the SEC’s priorities.  Chair Clayton reviewed some numbers—based on the SEC’s Regulatory Flexibility Agenda, Clayton noted that in 2018, the SEC advanced 23…

The SEC’s amendment to the test-the-waters provisions, extending the ability to test-the-waters to issuers that are not emerging growth companies (“EGCs”), is now effective. The guide summarizes the provisions of new Rule 163B. Under the new rule, any issuer, or person authorized to act on behalf of the issuer (including an underwriter), may engage in…

In this Lexis Practice Advisor Practice Note, we discuss new Rule 163B adopted by the US Securities and Exchange Commission (SEC). On September 26, 2019, the SEC extended the ability to test the waters to all issuers by adopting the highly anticipated new Rule 163B under the Securities Act of 1933, as amended (the Securities…

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…

One of the Securities and Exchange Commission’s priorities under Chair Clayton’s leadership has been protection of retail investors, including through rigorous enforcement of microcap fraud.  Consistent with that focus, yesterday, the Commission released proposed amendments to Securities Exchange Act Rule 15c2-11.  This rule requires that certain issuer information be made available to and be reviewed…

Last month, Representative Maxine Waters, chair of the House Financial Services Committee, introduced a bill entitled Bad Actor Disqualification Act of 2019 (“proposed bill”). The proposed bill is intended to increase transparency and accountability in the Securities and Exchange Commission’s (“SEC”) process of providing bad actor waivers. It sets up a three-step process to request…

On June 18, 2019, the US Securities and Exchange Commission (SEC) issued a concept release soliciting “comment on possible ways to simplify, harmonize, and improve the exempt offering framework to promote capital formation and expand investment opportunities while maintaining appropriate investor protections.” Under the Securities Act of 1933, as amended (Securities Act), every offer and…

The amendments adopted on March 20, 2019 implementing the FAST Act mandates generally (other than the amendments relating to redaction of confidential information in certain exhibits that became effective on publication of the final rule release in the Federal Register on April 2, 2019) become effective today, May 2, 2019.

The House Financial Services Committee recently passed H.R. 1815, which is the Securities and Exchange Commission Disclosure Effectiveness Testing Act.  The legislation would require that the SEC engage in investor testing of any new disclosure intended for retail investors.  The testing should include a qualitative testing in the form of one-on-one interviews with retail…