On May 21st, the SEC adopted amendments to its rules and forms that will improve the financial information about acquired or disposed businesses for investors, facilitate more timely access to capital, and reduce the complexity and costs to prepare the disclosure. The amendments will update our rules which have not been comprehensively addressed since their adoption, some over 30 years ago. Continue reading "SEC Adopts Amendments to Improve Financial..." »

The SEC announced on May 20th that it will host its 39th annual Government-Business Forum on Small Business Capital Formation on the afternoon of June 18, 2020. This Forum is a unique opportunity for members of the public and private sectors to gather and craft suggestions for policies impacting emerging businesses and their investors. The topics are applicable to a wide range of businesses from start-ups to smaller public companies. Continue reading "SEC Announces Virtual 2020 Small Business Forum" »

On May 19th, the SEC announced that it will hold its staff roundtable on July 9th. This roundtable permits the staff to hear the opinions of investors, regulators, industry experts, and other market participants on the risks of investing in emerging markets, including China.
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On May 15th, the SEC adopted amendments to the national market system plan governing the consolidated audit trail (the “CAT NMS Plan”). These changes will bring additional transparency, governance, oversight, and financial accountability to the national market system by decreasing the likelihood of additional delays to CAT implementation and furthering the information available as part of the CAT NMS plan voting process.
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Starting with their first 10-Q filed for a fiscal period ending on or after June 15, accelerated filers will be required to submit interactive data using Inline XBRL. Included in this transition are requirements, adopted by the SEC in March 2019 as part of the FAST Act Modernization and Simplification of Regulation S-K, to tag additional information that is visible on the cover page of Form 10-Q, Form 10-K and Form 8-K.

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On May 6th, the SEC released an order that directs the equity exchanges and participants of the Financial Industry Regulatory Authority (FINRA) to submit a new National Market System (NMS) plan. This plan should include a modernized governance structure for the production of public consolidated equity market data and the dissemination of trade and quote data from trading venues. The order follows a Notice of Proposed Order issued on January 8, 2020. Under the new order, the participants must submit a new NMS plan, which will then be published for public notice and comment before the SEC takes action to approve it. The SEC has also approved amendments to the existing NMS plans, which were submitted by the participants and modified by the SEC. These amendments are designed to address conflicts of interest and the protection of confidential information.
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The COVID-19 pandemic has created uncertainties in the financial status of state and local governments as well as special purpose entities. To address some of those uncertainties, SEC Chairman Jay Clayton and the Director of the Division of Corporation Finance Rebecca Olsen have issued a statement with observations and requests about the disclosures of municipal market participants. The statement is directed to issuers of municipal securities as well as investors and market participants more generally and is intended to parallel the Corporate Issuer Statement released by the SEC on April 8th that discussed public company disclosures.
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On May 4th, the SEC’s Division of Corporation Finance released information for filers related to disclosure requirements during the COVID-19 pandemic. Because this information relates to unique circumstances arising from COVID-19, the SEC is not including them within its Compliance and Disclosure Interpretations. The FAQs below may be supplemented or amended as the situation with the pandemic continues to evolve.
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On May 4th, the SEC provided tailored, conditional relief for established smaller companies affected by COVID-19 so that they may look to meet their urgent funding needs through a Regulation Crowdfunding offering. These actions follow suggestions made by members of the SEC’s Small Business Capital Formation Advisory Committee. The rule changes should expedite the offering process for eligible companies by providing relief from certain mandates with respect to the timing of a company’s offering and the financial statements required. A company must meet enhanced eligibility requirements and provide clear, prominent disclosure to investors about its reliance on the relief. Appropriate investor protections will be maintained. This relief will apply to offerings launched between the effective date of the temporary rules and August 31, 2020.
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The SEC’s Small Business Capital Formation Advisory Committee will meet on May 8th, 2020 via video conference to discuss the SEC’s recent Capital Formation Proposal. This proposal offers amendments to simplify, harmonize, and improve certain aspects of the exempt offering framework. In addition, the Committee will continue its discussion that began on April 2 on how small businesses are coping with COVID-19 during the meeting. It will also share observations and perspectives from their areas of the marketplace. Continue reading "Small Business Capital Formation Advisory..." »

The SEC has announced its Investor Advisory Committee will hold a virtual public meeting on May 4th, 2020 at 2 p.m. EDT. This meeting is open to the public via live webcast, and it will also be archived on the committee’s website.
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On April 24th, the SEC announced it is forming an internal, cross-divisional COVID-19 Market Monitoring Group. This temporary, senior-level group will assist the SEC and its various divisions and offices in SEC and staff actions and analysis related to the effects of COVID-19 on markets, issuers, and investors, including main street investors. It will also guide responding to requests for information, analysis and assistance from fellow regulators and other public sector partners.
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On April 23rd, the SEC’s Division of Corporation Finance released a statement regarding the requirements for certain paper documents given the impacts of the COVID-19 pandemic. The staff of the division recognizes that submitting particular forms (with the exception of Forms 144) may be difficult in the current circumstances. Continue reading "SEC Statement Regarding Requirements for..." »

The Financial Accounting Standards Board (FASB) has published Proposed Accounting Standards Update-Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities and the related release notes for public comment. The FASB has indicated that these changes to the accounting standards would not require any changes to the US GAAP Financial Reporting Taxonomy.
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On April 21st, the SEC proposed new rules to establish a framework for fund valuation practices. This new rule is designed to clarify how fund boards can satisfy their valuation obligations in light of market developments, including an increase in the variety of asset classes held by funds and an increase in both the volume and type of data used in valuation determinations.
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