The Securities and Exchange Commission (SEC) recently adopted rule amendments to modernise and simplify certain disclosure requirements in Regulation S-K and related rules and forms. These amendments were adopted pursuant to a 2015 Fixing America's Surface Transportation Act (FAST Act) directive and are based in part on the SEC's report to congress under the FAST Act. The amendments will require issuers' immediate attention as they prepare for upcoming filings.
President Trump recently signed into law the Economic Growth, Regulatory Relief and Consumer Protection Act. While much of the act was designed to provide smaller financial institutions and community banks with relief from regulations implemented under the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act, Title V includes provisions designed to encourage capital formation. Among other things, the act expands the scope of the blue sky registration exemption.
In an unusual step that appears to indicate renewed, if not intensified, scrutiny of public companies' cybersecurity practices by the Securities and Exchange Commission, its five commissioners have unanimously issued guidance covering a range of cybersecurity topics, including disclosure obligations, board oversight and risk management controls. Among other things, companies are advised to make cybersecurity training and compliance a priority company-wide.
The Securities and Exchange Commission Division of Corporation Finance recently released a staff legal bulletin which provides new guidance on how staff will evaluate arguments for the omission of a shareholder proposal from their proxy materials and the submission of a proposal by a representative on behalf of a shareholder, among other things. Given the significance of the topics addressed, Senior Special Counsel Matt McNair took time to answer questions regarding the guidance.
The Securities and Exchange Commission (SEC) recently announced that the Division of Corporation Finance will permit all companies to submit draft registration statements relating to initial public offerings for review on a non-public basis. All issuers may submit a registration statement in draft form for an initial registration, as well as for offerings made within the first year after a company has become an SEC reporting company.