On March 28th, the SEC announced that it is proposing new rules that would add clarity to certain terminology currently included in the Securities Exchange Act of 1934 (Exchange Act). New rules 3a5-4 and 3a44-2 under the Exchange Act will further define the phrase,“as a part of a regular business”, in Sections 3(a)(5) and 3(a)(44) of the Exchange Act to identify specific activities that would lead individuals who engage in such activities to act as “dealers” or “government securities dealers” subject to the registration requirements of Sections 15 and 15C of the Act, respectively. Continue reading "SEC Proposes Rules to Clarify Certain..." »

On March 21, 2022, EDGAR Release 22.1 was released by the SEC. The release included the addition of a new submission form type to EDGARLink Online, orders granting substituted compliance regarding Rule 18a-7, and a new exhibit “EX-99.36 Form 7-R” added to submission form types SBSE-A and SBSE-A/A. The release also updated the EDGAR Filer Manual Appendices B, F and D and made revisions to filing fee disclosure, payment methods, and tagging requirements for Forms N-3, N-4, and N-6 in iXBRL.
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On March 21st, the SEC upgraded the EDGAR system to Release 22.1. The system now supports the 2022 reporting taxonomies, which are the final versions of the draft taxonomies that were posted by SEC staff for public comment on September 1, 2021. Refer to the final 2022 taxonomies’ Release Notes for details of the changes. Continue reading "SEC Releases 2022 XBRL Taxonomies Update" »

On March 23, the SEC announced that it is proposing amendments to remove references to credit rating agencies from current exceptions included in Regulation M. The rules that comprise Regulation M are intended to maintain the pricing integrity of the securities trading markets by prohibiting issuers, distribution participants, selling security holders, and any of their affiliated purchasers from taking part in activities that could inorganically influence the market for an offered security. The proposed changes would also implement new standards to replace the current standard gauges for credit-worthiness and add new record-keeping requirements in certain cases. Continue reading "SEC Announces Proposed Amendments to Remove..." »

The SEC’s Divisions of Corporation Finance and Investment Management will host a meeting via webcast on sec.gov to discuss whether to propose amendments concerning special purpose acquisition companies, shell companies, and the use of projections in SEC filings. The staff will also consider a rule addressing the status of special purpose acquisition companies under the Investment Company Act of 1940. The meeting is free, open for the public to attend, and will take place on Wednesday, March 30, 2022 at 11:30 a.m. ET. {expires: 2022-03-31} Continue reading "SEC Staff to Hold Meeting to Discuss Special..." »

On March 21st, the SEC announced that it is proposing amendments to its rules under the Securities Act and Securities Exchange Act that would make it mandatory for domestic and foreign registrants to include specific climate-related data in their annual reports and registration statements. This data would need to be disclosed in a structured data format. The proposal is open for public comment. Continue reading "SEC Proposes Rule Amendments to Improve..." »

The SEC’s Office of the Advocate for Small Business Capital Formation will host the 41st Annual Government-Business Forum on Small Business Capital Formation, which is held annually in accordance with the Small Business Investment Incentive Act of 1980. The forum is an event for members of the public and private sectors, including entrepreneurs, investors, and other leaders, to gather and discuss capital raising and develop suggestions for policy impacting emerging businesses and their investors. The remote meeting will take place April 4-7, with each session beginning at 1:00 p.m. ET each day and lasting 90 minutes.{expires: 2022-04-08}

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The SEC’s Division of Corporation Finance and the Office of the Chief Accountant will host a meeting via webcast on sec.gov to discuss and consider whether to propose amendments that would enhance and standardize climate-related disclosures for investors. The meeting is free, open for the public to attend, and will take place on Monday, March 21, 2022 at 11:00 a.m. ET. {expires: 2022-03-22} Continue reading "SEC Staff to Hold Meeting to Discuss Proposing..." »

On March 3rd, the SEC announced that it is requesting feedback on interactive data collection. Issuers filing registration statements under the Securities Act of 1933 and reports under the Securities Exchange Act of 1934 are required to submit specified financial information to the SEC and post it on their corporate websites in an interactive data format using XBRL. The interactive data requirement is designed to simplify investors’ ability to evaluate financial information and to help issuers automate regulatory filings and business information processing. The SEC is seeking feedback on the burden of these requirements, as well as the quality of the interactive data itself. Continue reading "SEC Extends Interactive Data Rule, Seeks Comment" »

The SEC has announced that it is proposing new Rule 13f-2 and related Form SHO pursuant to the Securities Exchange Act of 1934. Section 13(f)(2) of the Exchange Act was added by Section 929X of the Dodd-Frank Wall Street Reform and Consumer Protection Act. These changes would provide greater transparency to investors and regulators through increasing the public availability of short sale related data by requiring certain institutional investment managers to report short sale related information. The SEC then would release aggregate data about large short positions, including daily short sale activity data, to the public for each individual security. Continue reading "SEC Announces Proposed Short Sale Disclosure..." »

On February 10th, the SEC announced that it is proposing amendments to Rules 21F-3 and 21F-6 of the Exchange Act of 1934, which governs the SEC’s whistleblower program. Under the Exchange Act, monetary awards are issued to eligible whistleblowers who voluntarily report original information pertaining to a securities law violation that leads to the SEC’s success in obtaining a monetary order greater than one million dollars in a covered judicial or administrative action brought by the SEC. The valuable tips provided to the SEC help the agency fight wrongdoing and better protect investors and the marketplace. Continue reading "SEC Proposes Reforms to Two Whistleblower..." »

On March 9th, the SEC announced that it is proposing rules designed to improve and allow for more timely standardized disclosures regarding cybersecurity risk management, strategy, governance, and the reporting of cybersecurity incidents by public companies that must comply with the reporting requirements under the Securities Exchange Act of 1934. Increased cybersecurity disclosures would provide investors with information needed to consider which risks to take. Continue reading "SEC Proposes Rules to Increase Transparency..." »