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 17, 2020, the SEC voted to approve the 2021 budget of the Public Company Accounting Oversight Board (PCAOB) and the associated annual accounting support fee. The PCAOB monitors the audits and auditors of the financial statements that are submitted by registered broker-dealers and issuers. Section 109 of the Sarbanes-Oxley Act of 2002 requires the PCAOB to establish, with SEC approval, a reasonable accounting support fee to fund its operations. Continue reading "SEC Releases PCAOB Budget and Accounting..." »

On December 17, 2020, the FERC established a new index level to calculate annual changes for interstate oil pipeline rate ceilings. This index level adjustment comes after the FERC concluded its fifth five-year review of the index under Order No. 561. In addition, the FERC reviewed comments responding to a Notice of Inquiry (NOI) issued June 18, 2020 and examined the page 700 data from FERC Form No. 6, Annual Report of Oil Pipeline Companies. The FERC has set this new index level of Producer Price Index for Finished Goods plus 0.78 percent (PPI-FG+0.78%) for the five-year period from July 1, 2021, to June 30, 2026. Continue reading "FERC Releases New Five-Year Index Level for..." »

On December 22, 2020, the SEC and the Commissione Nazionale per le Società e la Borsa (CONSOB) announced the signing of a Memorandum of Understanding (MOU). The MOU concerns consultation, cooperation, and the exchange of information between the two agencies regarding the supervision of regulated entities that conduct financial services business in the United States, Italy, or both countries. Continue reading "SEC Establishes New Supervisory Cooperation..." »

On December 17, 2020, the FERC acted on two proposals to revise its policy that guides price indices referenced in natural gas and electric tariffs. Natural gas price indices are weighted average prices derived from sets of fixed-price natural gas transactions within distinct geographical boundaries. Market participants voluntarily report these prices to a price index developer. In both the physical and financial energy markets, natural gas price indices are essential as they help price billions of dollars of natural gas and electricity transactions annually. Continue reading "FERC Proposes Changes to Price Indices Policy" »

The SEC announced on December 18, 2020 that it is creating a new collaborative venture called the Security-Based Swaps (SBS) Joint Venture. This venture joins several SEC divisions and offices and will be responsible for coordinating functions related to the regulation of security-based swaps and oversight of certain entities that will be required to register with the SEC (SBS entities). The SBS Joint Venture will be an important part of the SEC’s efforts to oversee the SBS market and better monitor SBS transaction data. Continue reading "SEC Announces the Creation of the..." »

On December 18, 2020, the SEC’s Office of the Advocate for Small Business Capital Formation issued its Annual Report for Fiscal Year 2020. This report contains comprehensive data on the state of small business capital formation, as well as a summary of the office’s activities in supporting small business and their investors. The report also includes policy recommendations. This year the report features a discussion of the impacts the COVID-19 pandemic has had on small businesses and small business capital formation. Continue reading "SEC’s Small Business Advocate Releases Its..." »

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" »

On December 10, 2020, the SEC released the quarterly Private Funds Statistics report, a broadened set of data and analyses of recent private fund industry trends and statistics. First published by the Division of Investment Management’s Analytics Office in October 2015, this recurring report has been offering investors and other market participants beneficial insights on fund activity. Continue reading "SEC Publishes Supplemental Quarterly Private..." »

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" »