On March 20th, the SEC proposed rule amendments that would implement certain provisions of the Small Business Credit Availability Act and the Economic Growth, Regulatory Relief, and Consumer Protection Act. These amendments would improve access to capital and facilitate investor communications by business development companies and registered closed-end funds. Business-development companies (BDCs) are closed-end funds established by Congress that primarily invest in small and developing companies. Building on offering practices already in use by operating companies, the proposed amendments would modify the registration, communications, and offering processes available to BDCs and registered closed-end funds to be more streamlined and cost efficient in selling securities in response to market opportunities. Continue reading "SEC Proposes Offering Reforms for Business..." »

The next release of GoFiler, version 4.26b, has been scheduled for release on Friday, March 29. Please note that this deviates from our normal update schedule. This change has been made to ensure that users will have uninterrupted access to all of the filing tools should they require the updates for EDGAR 19.1.1, which is due for release by the SEC on April 1.

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On March 20th, the SEC adopted amendments to modernize and simplify disclosure requirements in Regulation S-K for public companies, investment advisers, and investment companies. Like previous amendments, these changes are consistent with the SEC’s mandate under the Fixing America’s Surface Transportation (FAST) Act and are based on recommendations in the staff’s FAST Act Report and a broader review of the SEC’s disclosure rules. These changes are expected to benefit investors through eliminating outdated and unnecessary disclosure while improving the readability and navigability of company disclosures. They should also reduce repetition and the disclosure of irrelevant and immaterial information. In addition, these amendments are expected to reduce costs and burdens on registrants.

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The SEC will hold a public forum discussing distributed ledger technology (DLT) and digital assets on May 31st, 2019. The Commission’s Strategic Hub for Innovation and Financial Technology (FinHub) is organizing the forum, which was announced as part of the launch of FinHub last year. FinHub’s mission concerns maintaining active engagement with market participants about emerging financial technologies. As the second such meeting hosted by FinHub, the forum will focus on fostering greater communication and understanding around issues involving DLT and digital assets. It will feature panelists from industry and academia who will explore topics like initial coin offerings, digital asset platforms, DLT innovations, and the impact these technologies have on markets and investors.

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With the last EDGAR release, the Securities and Exchange Commission updated EDGAR to accept the US GAAP 2019 taxonomy among other new taxonomies. It’s always a good practice to transition your SEC filings as soon as possible when the SEC accepts the new taxonomy year.

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The SEC announced a second fee rate advisory for 2019 on March 12 which will take effect on April 16, 2019. Under this new rate, the fees applicable to most securities transactions will be set at $20.70 per million shares. Accordingly, each SRO will continue to pay the SEC a rate $13.00 per million for covered sales occurring on charge dates through April 15, 2019. That rate will increase as specified to the new rate on charge dates on or after April 16, 2019. This rate is commensurate with rates published prior to 2018. As noted in the last advisory, 2018 saw a lower fee rate as a result of a substantially higher dollar amount of covered sales.

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Version 4.26a of all applications in the GoFiler Suite has been released. This release corresponds to EDGAR Release 19.1 and contains a number of improvements to Form N-CEN View, general EDGAR forms, and XBRL. Additionally, this version contains support for the US GAAP 2019 taxonomy.

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On March 11, 2019, EDGAR Release 19.1 was released by the Securities and Exchange Commission. This release contains expanded support for Inline XBRL, support for the 2019 taxonomies and changes to a number of EDGAR XML forms, including ABS-EE, the Regulation A forms, Form MA, Form N-CEN and the N-PORT forms.

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The SEC has modified the timing for filing non-public Form N-PORT data to align with its approach to data management and cybersecurity. The submission deadlines for registered investment companies filing non-public monthly reports on Form N-PORT has been changed. Rather than filing non-public monthly reports within 30 days after the end of each month, funds will be required to maintain the relevant information in their records but file all three monthly reports to EDGAR no later than 60 days after the end of each fiscal quarter.

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On February 19th, the SEC proposed an expansion of the popular modernization reform that permits investor opinions about potential offerings to be taken into account at an earlier stage in the public offering process than is the case today. The new rule and related changes would expand the “test-the-waters” accommodation, which is currently only available to emerging growth companies (EGCs). The expansion would permit all prospective issuers to gauge market interest in a possible initial public offering or other proposed registered securities offering by discussing the offering with potential investors prior to the filing of the offering’s registration statement.

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