The SEC released for immediate effectiveness a proposed rule filing submitted by New York Stock Exchange LLC (NYSE) to facilitate electronic auctions in light of the NYSE’s decision to temporarily close its New York trading floor. NYSE announced that it will temporarily close its trading floor effective Monday, March 23, as a precautionary measure in response to COVID-19. The NYSE rule filing modifies certain rules to set wider price parameters and to remove volume limits, within which NYSE designated market makers (DMMs) can facilitate auctions in an electronic trading environment.
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The SEC announced on March 22nd that it is providing further regulatory relief due to the effects of COVID-19, in this case for registered transfer agents and certain other persons with regulatory obligations under the federal securities laws. The impacts of COVID-19 may directly or indirectly present challenges for transfer agents and other persons. To address these challenges, the SEC issued an order that provides registered transfer agents and certain other persons with exemptive relief for certain regulatory obligations under the federal securities laws subject to certain conditions. This relief is applicable through May 30, 2020. Importantly, at all times transfer agents are subject to the requirements of Exchange Act Rule 17Ad-12. This rule requires transfer agents to ensure that they adequately safeguard securities and funds in their possession or custody, and the mandate is unaltered by the current situation.
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To aid our clients in their efforts to transition to telecommuting and remote work, we are offering a webinar on Tuesday, March 24 from 11:00am to 12:00pm EDT that will cover the different methods of deploying GoFiler remotely.

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With the emergence and spread of COVID-19 in the United States and, in particular, within New York State, Novaworks has been planning and preparing to ensure that this event causes minimal disruption to the services and software we provide for our clients. In that vein and in the interest of transparency, we would like to share some information about how we are currently addressing this situation and what steps your organization can take to ensure you are also prepared.

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On March 14th, the SEC released a proposed rule filing submitted by Cboe Exchange, Inc. to facilitate the continued operation of the options exchange in light of Cboe’s decision to temporarily suspend open outcry trading on its Chicago trading floor. This SEC action has immediate effectiveness.
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On March 13th, the SEC announced regulatory relief for funds and investment advisers whose operations may be affected by the coronavirus. This relief information covers in-person board meetings and certain filing and delivery requirements for particular investment funds and investment advisers. The effects of the coronavirus may delay or prevent funds and advisers who operate in affected areas from complying with some regulatory obligations due to restrictions on large gatherings, travel and access to facilities, the potential limited availability of personnel. The SEC’s relief is intended to allow funds and advisers to meet those obligations and to continue their operations, given that there may be temporary disruptions outside of their control.
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On March 2nd, the SEC amended financial disclosure requirements applicable to debt offerings that include credit enhancements, such as subsidiary guarantees. The changes are intended to both improve the quality of disclosure and increase the likelihood that issuers will conduct debt offerings on a registered basis.
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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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