On November 16, 2018, the American Bar Association’s Committee on Federal Regulation of Securities hosted a dialogue with William Hinman, Securities and Exchange Commission (“SEC”) Director of the Division of Corporation Finance. During the discussion, Hinman highlighted his priorities for the Division. Hinman wants to find other ways for mainstream investors who are not accredited investors to gain access to private investments. Hinman noted an uptick in initial public offering filings. He said companies are spending more time with comment letters, are writing meaningful responses and disclosures and are taking advantage of the draft submission process. Hinman explained the Staff is trying to do as much as possible through rulemaking and policies to make the public reporting system more attractive to companies looking to raise capital. With regards to disclosures, Hinman encouraged companies to take a narrow, tailored approach. As an alternative to generic disclosures, Hinman encouraged issuers to examine and disclose specifically how certain risks, such as Brexit and LIBOR, may impact their companies. On the Division’s long-term agenda, Hinman noted plans to issue a comprehensive concept release on private capital raising. The concept release will examine current statutes, rules and policies. Hinman wants to see if there are any holes in the current regulatory framework that need to be revised to better harmonize private capital raising. On the Division’s short-term agenda, Hinman noted plans to approach the remaining Dodd-Frank Act rulemaking provisions in sequential order, beginning with hedging disclosures.
