The SEC announced on March 13th that its staff has published guidance to assist public companies, investment companies, shareholders, and other market participants affected by COVID-19 with their upcoming annual shareholder meetings. This guidance is designed to facilitate the ability of companies to hold these important meetings and engage with shareholders while complying with the federal securities laws and maintaining social distancing. Many public companies and investment companies are mandated to hold annual meetings of security holders, and federal securities laws require the delivery of proxy materials to the voting shareholders. COVID-19 and its continuing spread has impacted the ability to hold these in-person meetings due to health, transportation, and other logistical issues.
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On March 11th, the SEC adopted a new rule and related form changes and other amendments to simplify and streamline disclosures for investors about variable life insurance contracts. These changes permit the use of a concise prospectus designed to improve readers’ understanding of the contracts’ features, fees, and risks. The new framework makes use of layered disclosure and technology, in particular Inline XBRL, to provide investors with ways to access information more easily and make informed investment decisions. The new amendments represent an important milestone in the SEC’s efforts to improve investors’ experience as they study material information. Continue reading "SEC Adopts Investor Disclosure Improvements for..." »

The SEC adopted amendments to the accelerated filer and large accelerated filer definitions on March 12th. These amendments will more appropriately tailor the types of issuers that are included in these definitions, thereby reducing unnecessary burdens and compliance costs for some smaller issuers while maintaining investor protections. The SEC and Congress have a historical practice of providing scaled disclosure and other accommodations to reduce burdens for new and smaller issuers, and these amendments further that goal.

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On March 2nd, the SEC adopted amendments to two rules in order to implement congressionally mandated exemptions from registration for investment advisers who advise rural business investment companies (RBICs).  These exemptions are part of the RBIC Advisers Relief Act of 2018, which amended the Investment Advisers Act.

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The SEC announced on March 2nd that it is requesting comment on its current requirements restricting the use of potentially misleading fund names. Because fund names are often the first piece of information investors see, they can have a significant impact on an investment decision. The SEC’s request seeks public opinion on the current requirements and whether are effective. In addition, they are interested in viable alternatives that the they should consider. This request is the latest in the SEC’s ongoing efforts to review and improve existing rules to better inform and protect investors.
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On March 4th, the SEC announced that it will provide conditional regulatory relief for certain publicly traded company filing obligations under the federal securities laws due to the impact of the Coronavirus Disease 2019 (COVID-19). These impacts may present challenges for certain companies that are required to provide information to trading markets, shareholders, and the SEC. These companies may include US companies located in or companies with operations in affected areas.

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The SEC proposed on February 14th to modernize the infrastructure for the collection, consolidation, and dissemination of market data for exchange-listed market system (NMS) stocks. The proposal would update and expand the content of NMS market data, which would better suit the diverse needs of investors in today’s equity markets. The rules that govern the content and dissemination of NMS market data have not been significantly updated since their initial implementation in the late 1970s. In addition, the proposal seeks to introduce competitive forces into the national market system for the first time. The introduction of and competition among these new data consolidators could, in turn, allow all market participants, including investors, to access and benefit from the expanded content of NMS market data.

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Version 5.3a of all applications in the GoFiler Suite has been released. This release corresponds to EDGAR 20.1.1 and contains support for the 2020 XBRL taxonomies. Additionally, changes and improvements have been made to Page View, XBRL validation and XDX processing.

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On March 9th, the SEC announced that it is postponing its conference on municipal securities disclosure entitled “Spotlight on Transparency: A Discussion of Secondary Market Municipal Securities Disclosures Practices”. Continue reading "SEC Postpones Conference on Municipal..." »

On March 9, 2020, EDGAR Release 20.1.1 was released by the Securities and Exchange Commission. This release includes support for the new 2020 XBRL taxonomies as well as a change that permits filers to annotate their filing-specific custom elements. Continue reading "SEC Releases EDGAR 20.1.1" »

On February 28, 2020, the Securities and Exchange Commission announced the third fee rate advisory for fiscal year 2020. Pursuant to Section 31(j)(2) of the Securities Exchange Act of 1934, the SEC has determined that a mid-year adjustment to the Section 31 fee rate for fiscal year 2020 is not required.

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On February 25th, the SEC announced it would be opening registration for its compliance outreach program’s national seminar for investment companies and investment advisers. This event is intended to aid chief compliance officers (CCOs) and other senior personnel at investment companies and advisory firms in enhancing their programs to benefit the protection of investors. The compliance outreach program is jointly sponsored by the SEC’s Office of Compliance Inspections and Examinations, the Division of Investment Management, and the Asset Management Unit of the Division of Enforcement.

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On February 24th, the SEC updated its Public Alert: Unregistered Soliciting Entities (PAUSE) list, which contains entities that have been subject of investor complaints. This list of entities falsely claim to be registered, licensed, and/or located in the United States, impersonate genuine registered securities firms, and claim to be fictitious regulators, government agencies, or organizations. The goal of the PAUSE list is to better inform investors so that they can avoid becoming the victim of fraud.

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The SEC Office of Structured Disclosure has announced that the 2012 and 2013 INVEST taxonomies will no longer be supported by EDGAR as of the EDGAR release currently scheduled for March 9, 2020. These taxonomies were intended for use in the voluntary filing program. The voluntary filing program has ended, so support for these taxonomies will be removed.

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On January 30th, the SEC proposed amendments to modernize, simplify, and enhance particular financial disclosure requirements in Regulation S-K. These amendments would eliminate duplicative disclosures and update and enhance Management’s Discussion and Analysis (MD&A) information, which would benefit investors while simplifying compliance efforts for companies. In addition, the SEC announced it is providing guidance on key performance indicators and metrics in MD&A disclosures.

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