The Financial Accounting Standards Board (FASB) has released a written question-and-answer (Q&A) document discussing topics relevant to financial disclosure related to the COVID-19 pandemic. The guidance and responses provided in the Q&A should not be extrapolated to other facts and circumstances not specifically discussed. Continue reading "FASB Releases Q&A on the Application of the..." »

On July 6th, the SEC announced that it has voted to adopt rule amendments that will establish an expedited review procedure for exemptive and other applications under the Investment Company Act that are substantially identical to recent precedent. It will also create a new informal internal procedure for applications that would not qualify for the new expedited process. These actions are intended to make the application process more efficient as well as to provide additional certainty and transparency regarding the process.
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The SEC has released an additional statement concerning paper filing requirements given the ongoing logistical difficulties caused by the COVID-19 pandemic. The staff of the SEC’s Division of Corporation Finance is aware of the troubles encountered in submitting certain forms (other than Forms 144) in paper given the spread of COVID-19.
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The staff of the SEC’s Division of Corporation Finance, the Division of Investment Management, and the Division of Trading and Markets has issued a statement regarding Rule 302(b) of Regulation S-T. This statement pertains to concerns stemming from the ongoing COVID-19 pandemic. The SEC has received inquiries from persons and entities subject to Regulation S-T concerning these authentication document retention mandates under Rule 302(b). These requirements can prove to be difficult to meet in light of health, transportation, and other logistical issues raised by the spread of coronavirus disease. This staff statement is temporary and remains in effect until the staff provides public notice that it no longer applies. Such notice will be published at least two weeks before the announced termination date.
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The SEC will be closed Friday, July 3 in observance of Independence Day. The EDGAR System will not receive, process or accept filings on this day. Filings with a due date of July 3 will be due the following business day. Continue reading "SEC Closed Friday, July 3" »

The SEC has indicated on July 2nd that there are ongoing technical difficulties with accessing the EDGAR system. Their EDGAR technical teams are actively working to resolve the issues, and updates will be provided as soon as they are available. UPDATE: The SEC has announced EDGAR will be unavailable to the public from approximately 1:00 p.m. to 1:30 p.m. ET today, July 2nd, for technical repair. Filers should ensure that they do not attempt to submit or have submissions in process during this time.
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On July 1st, Temporary Final Rule 10(c) expires. This rule was enacted by the SEC on March 26, 2020 to temporarily amend Rule 10 of Regulation S-T to provide relief from the notarization requirements for EDGAR access requests, subject to certain conditions. The rule was enacted as part of relief efforts due to the ongoing COVID-19 pandemic. July 1st is the final day to rely on Temporary Final Rule 10(c) to apply for EDGAR access.
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The staff of the SEC’s Division of Corporation Finance states that the Division is aware of logistical difficulties of submitting Forms 144 in paper given the ongoing impact of the COVID-19 pandemic. Given ongoing health and safety concerns related to COVID-19, the staff will not recommend enforcement action if Forms 144 filed in paper under Rules 101(b)(4) or 101(c)(6) of Regulation S-T are submitted via email in lieu of mailing or delivering the paper form to the SEC if the filer or submitter attaches a complete Form 144 as a PDF attachment to an email sent to PaperForms144@SEC.gov.
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On June 29th, the SEC issued an order to update the filing threshold for broker-dealers’ Form 17-H filings made pursuant to Exchange Act Rules 17h-1T and Rule 17h-2T. The threshold has not been updated in nearly 30 years. In 1992, the SEC adopted the 17h Rules, which set forth specified recordkeeping and reporting requirements for certain broker-dealers that are part of a holding company structure. This was pursuant to the Market Reform Act of 1990. Broker-dealers that do not hold customer funds or securities, owe money or securities to customers, or otherwise carry the accounts of or for customers are exempt from the 17h Rules. This exemption applied provided that these broker-dealers maintain capital, including subordinated debt, of less than $20 million.
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On June 25th, five federal agencies including the SEC finalized changes related to the Volcker rule’s prohibition on banking entities investing in or sponsoring hedge funds or private equity funds. These funds are typically known as covered funds. Generally the Volcker rule prohibits banking entities from engaging in proprietary trading and from acquiring or retaining ownership interests in, sponsoring, or having certain relationships with covered funds.
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On June 22nd, the SEC and the Department of Justice’s Antitrust Division signed an interagency Memorandum of Understanding (MOU). The MOU is intended to foster cooperation and communication between the agencies with the aim of enhancing competition in the securities industry. Assistant Attorney General Makan Delrahim of the Antitrust Division announced this first-ever MOU between the Antitrust Division and the SEC, which was executed with SEC Chairman Jay Clayton, before a discussion on equity market structure hosted by MIT’s Golub Center for Finance and Policy.
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The SEC announced on June 19th that the conditional relief from the in-person voting requirements for fund boards will be extended. This relief was originally provided by the SEC in March 2020 and will now extend at least through December 31, 2020. The extension is designed to provide flexibility to boards of registered funds and business development companies, which may continue to face challenges meeting in person given the ongoing COVID-19 pandemic.
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On June 11th, the SEC’s Strategic Hub for Innovation and Financial Technology (FinHub) announced it will be conducting virtual peer-to-peer meet-ups (P2Ps). FinHub previously engaged with FinTech communities across the country in 2019 by hosting in-person meetings. These meetings offered members of FinTech communities the opportunity to speak in person with FinHub staff to discuss general issues, specific questions, or make presentations about their work.
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The SEC’s New York Regional Office will host an educational telephone town hall about avoiding scams related to COVID-19. This event will occur on June 23, 2020 from 5 to 6 p.m. EDT. Free and open to all investors and those planning for their financial future, the town hall will allow callers to join high-ranking SEC officials who will share their insights. These officials will include the US Attorney for the District of New Jersey and the President of the Financial Industry Regulatory Authority Foundation.
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The SEC reminds filers who have taken advantage of temporary relief measures regarding access to the EDGAR system that the required notarized authentication document must be submitted within 90 days of submitting the access application. This temporary relief (Temporary Final Rule 10(c)) was enacted because of the ongoing impacts of the COVID-19 pandemic which may have made it difficult for filers to obtain notarized documentation in a timely fashion.
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