The SEC will be closed Friday, January 1 in observance of New Year’s Day. The EDGAR System will not receive, process, or accept filings on this day. Filings with a due date of January 1 will be due the following business day, which is Monday, January 4.

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On December 22, 2020, the SEC proposed an amendment to Rule 144 under the Securities Act of 1933 that would revise the holding period determination for securities acquired upon the conversion or exchange of certain “market-adjustable securities”. This change should decrease the risk of unregistered distributions in connection with sales of those securities. In addition, the SEC is proposing updates and simplifications to the Form 144 filing requirements. Continue reading "SEC Requests Comment on Changes to Rule 144 and..." »

The SEC will be closed Thursday, December 24 and Friday, December 25 due to the closure of the federal government on these two days. The EDGAR System will not receive, process, or accept filings on either of these days. Filings with a due date of December 24 or December 25 will be considered timely if filed on or before December 28, which is the SEC’s next business day.
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On December 16, 2020, the SEC adopted rules intended to achieve the statutory objective of increasing the transparency of payments to governments for the purpose of the commercial development of their oil, natural gas, and minerals by enforcing Section 13(q) of the Exchange Act. Added to the Exchange Act in 2010 by Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 13(q) instructed the SEC to issue final rules that require resource extraction issuers (entities such as oil, natural gas, and mining companies that are required to file reports under Section 13 or 15(d) of the Securities Exchange Act of 1934) annually to file a Form SD that includes information about payments that are made to the federal government or a foreign government related to the commercial development of oil, natural gas, or minerals. Continue reading "SEC Approves Final Rules for the Disclosure of..." »

On December 11, 2020, the SEC adopted new Rule 15 under Regulation S-T to identify a number of measures the SEC may take in its governing of the Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system in promoting the integrity and reliability of EDGAR submissions. The new rule covers items not easily addressed by existing rules or filer corrective disclosure. The SEC has adopted Rule 15 to provide transparency and further substantiate the system by which it expeditiously informs filers and other relevant individuals of its activities under the rule. Continue reading "SEC Approves New Rule 15 Under Regulation S-T" »

Version 5.6a of all applications in the GoFiler Suite has been released. This release corresponds to EDGAR 20.4 and contains support for the new form types and exhibits released by the SEC in EDGAR 20.4. It also has support for other EDGAR 20.4 changes, improvements to the validation for XDX and iXBRL documents, and new tools for pasting and for iXBRL redlining.

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On December 14, 2020, EDGAR Release 20.4 was released by the Securities and Exchange Commission. This release includes new exhibits types for Regulation A forms, a new checkbox on Forms 10-K, 20-F, and 40-F, and a number of changes that correspond to Release 33-10771.

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On December 9, 2020, the SEC announced that it is amending Regulation National Market System (“Regulation NMS”) under the Securities Exchange Act of 1934 to revise the national market system for the collection and dissemination of information concerning quotations for and transactions in national market system (“NMS”) stocks (“NMS information”). The adopted rules are part of the SEC’s broader initiative and continuing efforts to streamline its equity market regulatory framework to address substantial changes in trading markets and more accurately match the needs of retail and institutional investors, issuers, and other market participants. The revisions are designed to foster competition and transparency to improve data quality and data access for all market participants.
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On December 3, 2020, the SEC adopted a new rule under the Investment Company Act of 1940 (the “Act”), which will establish both the framework for fund valuation practices and the function of the board of directors regarding the fair value of a business development company (“fund”) or the investments of a registered investment company. The rule is intended to simplify how fund boards can meet the requirements of their valuation obligations considering market developments, such as an increase in both the type and volume of information used in valuation determinations and the increase in the variety of asset classes held by funds. Continue reading "SEC Revises Framework for Fund Valuation Practices" »

On December 7, 2020, the Municipal Securities Rulemaking Board (MSRB), which is responsible for safeguarding the integrity of the roughly $4 trillion municipal securities market, released a statement requesting public comment on its upcoming strategic goals and priorities. Overseen by the SEC and Congress, the MSRB is an independent self-regulatory organization with a statutory mission to protect investors, municipal entities, obligated persons, and the public interest in the municipal securities market. The organization is tasked with promoting a fair and efficient municipal securities environment, a mission fulfilled by adopting rules for municipal securities dealers and municipal advisors; supporting market transparency through the Electronic Municipal Market Access (EMMA) website and other market transparency systems; and serving as the official source for municipal securities data and disclosure documents. The SEC, the Financial Industry Regulatory Authority, and bank regulators conduct examination and enforcement activities related to MSRB rules.  Continue reading "MSRB Seeks Public Input on Its Strategic Goals..." »

On November 24, 2020, the SEC proposed amendments to Rule 701 under the Securities Act of 1933 that seek to modernize the requirements for the inclusion of company securities in worker-company compensation arrangements. This will help ensure that workers have the opportunity to share in the growth of the business. The revision, with investor protection at the forefront, provides an exemption from: 1) registration for securities issued by non-reporting issuers pursuant to compensatory arrangements, and; 2) Form S-8, the Securities Act registration statement for compensatory offerings by reporting issuers. The modifications are part the SEC’s continued efforts to review and improve rules to better align them with the economy and current employment practices. Continue reading "SEC Proposes Amendments to Modernize Framework..." »

The SEC voted on November 24, 2020, to propose rules that would permit an issuer provide equity compensation to certain “platform workers” who provide services available through the issuer’s technology-based platform or system. Under the proposal, such permission would be issued on a temporary basis and subject to percentage limits (no more than 15% of annual compensation), dollar limits (no more than $75,000 in three years) and other conditions.
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To help filers avoid missing deadlines and reduce online traffic around crucial filing dates, the SEC releases a filing schedule detailing when it expects to receive the highest volume of EDGAR filings. The 2021 schedule is now available from the SEC. Continue reading "SEC Releases 2021 Peak Filing Volume Dates for..." »