On March 30, the SEC’s Division of Examinations issued its annual examination priorities, the publication that provides an overview of the Division’s risk-based approach, including the areas it believes present potential risks to investors and the integrity of the US capital markets. When compiling the examination priorities, the Division leans heavily on its four pillars: promoting and improving compliance, preventing fraud, monitoring risks, and informing policy. Continue reading "SEC Staff Announces 2022 Examination Priorities" »

On March 30, the SEC announced that it is proposing rules to improve disclosure and investor protection in initial public offerings (IPOs) by special purpose acquisition companies (SPACs) and in business combination transactions involving shell companies and private operating companies. The SEC also is proposing rules that would address matters concerning projections made by SPACs and their target companies. Finally, the SEC is proposing to require SPACs to tag all information disclosed under Subpart 1600 of Regulation S-K in a structured, machine-readable data language, in particular, Inline XBRL. Continue reading "SEC Announces Rule Proposals to Improve..." »

The SEC’s Division of Trading and Markets will hold a meeting via webcast on sec.gov to discuss and consider whether to propose rules under the Securities Exchange Act of 1934 for the registration and regulation of security-based swap execution facilities (SBSEFs) and related topics and concerns. The Division also is proposing rules that would address the cross-border application of registration and execution requirements for security-based swaps. In addition, the proposed rules would decrease conflicts of interest at SBSEFs and national securities exchanges that trade security-based swaps. The meeting is free, open for the public to attend, and will take place on Wednesday, April 6, 2022, and will begin at 10:00 a.m. ET. {expires: 2022-04-07} Continue reading "SEC Staff to Host Open Meeting to Discuss Rules..." »

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.
Continue reading "SEC Issues EDGAR 22.1" »

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..." »

On March 25, 2022, the FERC voted to solicit feedback on two policy statements it issued in February 2022. The statements provide guidance regarding the certification of interstate natural gas pipelines and consideration of greenhouse gas (GHG) emissions in natural gas project reviews. In February, the FERC issued an update to its 1999 Certificate Policy Statement and also published an interim policy statement that highlighted the FERC’s evaluation of the impact of a project’s GHG emissions. Continue reading "FERC Solicits Feedback on Draft Policy..." »

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 Financial Accounting Standards Board (FASB) has announced that it will host a webcast designed to provide participants with greater knowledge of how enhancements in the 2022 GAAP Financial Reporting Taxonomy (including those related to recently implemented FASB Accounting Standards Updates) will affect registrant XBRL filings. The event will take place on Tuesday, April 5, 2022 from 1:00 p.m. to 2:30 p.m. ET and will be presented live via webcast on fasb.org. {expires: 2022-04-06} Continue reading "FASB to Host Webinar: 2022 GAAP and SEC..." »