In remarks last week, Securities and Exchange Commission Chair Clayton discussed the SEC’s proposed amendments to streamline and modernize the requirements for Management’s Discussion and Analysis (MD&A) disclosures.  The proposed amendments continue the SEC’s progress with its disclosure effectiveness initiative. Chair Clayton also commented on other areas of disclosure and rulemaking focus, including, among others:  (1) LIBOR transition; (2) cybersecurity and information system integrity and resilience; (3) environmental and climate-related disclosures; (4) the protection of…

FINRA’s 2020 Risk Monitoring and Examination Priorities Letter identifies a number of areas of focus for the examination program in the coming year.  Here we highlight particular areas of focus for capital markets practitioners: Private placement retail communications and online distribution platforms:  FINRA will review how member firms use social media and other platforms in connection with private placements, as well as other traditional retail communications in connection with private placements. IPO Share Sales:  FINRA…

Access our BDC Facts & Stats, which provides a compendium of information regarding BDCs, including BDCs that have increased their use of leverage, the terms of BDC advisory agreements, and more. Read our publication here.  …

The Securities and Exchange Commission today voted to propose amendments to the Regulation S-K requirements for Management’s Discussion and Analysis, or MD&A, and also issued agency guidance relating to MD&A. The SEC’s actions follow the recommendations included in the SEC Staff’s Report on Review of Disclosure Requirements in Regulation S-K (“S-K Study”), which was mandated by the JOBS Act, and the SEC’s Disclosure Effectiveness Initiative. As noted in the SEC’s fact sheet, the proposed amendments:…

As discussed in earlier blog posts, as a result of various FAST Act mandated changes to Regulation S-K, which were adopted by the Securities and Exchange Commission and became effective in May 2019, a registrant may omit a discussion of the earliest of three years in a filing that includes financial statements covering three years to the extent that the discussion of such earlier year was already included in an SEC filing. The SEC Staff…

This article discusses recent amendments to Financial Industry Regulatory Authority (FINRA) Rule 5130 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings) and Rule 5131 (New Issue Allocations and Distributions), which were originally published for comment in the Federal Register on August 8, 2019 and approved by the Securities and Exchange Commission (the SEC) on November 5, 2019. Please view the full article here.…

On December 18, 2019, the Securities and Exchange Commission (“SEC”) proposed amendments to the definition of “accredited investor” and related amendments to the definition of “qualified institutional buyer.” The proposed amendments would have the effect, if adopted, of broadening the universe of individuals and entities that would qualify as accredited investors. Read our Legal Update.…