Last week, the U.S. Department of Justice (DOJ) Criminal Division released revised guidance on the “Evaluation of Corporate Compliance Programs.” This latest guidance is important not only to help benchmark existing compliance programs but also to understand what DOJ will look for when making critical decisions affecting a company under investigation. DOJ’s Fraud Section had released a prior version of this guidance in February 2017. The 2019 guidance is notable in several respects,… More
Yesterday, the SEC announced that it would hold a public meeting on Thursday, May 9, 2019 to consider whether to propose amendments to the “accelerated filer” and “large accelerated filer” definitions to promote capital formation for smaller reporting companies.
Last summer, the SEC adopted amendments to expand the number of smaller reporting companies that qualify for scaled disclosure. Among the adopted amendments was an increase in the public float threshold for smaller reporting companies from $75 million to $250 million. … More
This streamlined process requires the submission of a one-page application by which a company can affirm that the most recently considered CTR application continues to be true, complete and accurate regarding the information for which the company continues to seek confidential treatment. … More
A confidential treatment order for information redacted from an exhibit is about to expire. Under SEC rules that took effect last week (see our prior blog posts here and here), public companies can now redact the same type of information without prior SEC review, so the company doesn’t have to do anything, right?
Wrong. The SEC has confirmed that its new rules for the redaction of confidential information from certain exhibits do not automatically extend orders for confidential treatment granted under the traditional application process.… More
The SEC staff has issued supplemental guidance regarding its new rules for the redaction of confidential information from certain exhibits, which take effect today. See our blog post here for more detail on the new rules.
Consistent with prior practice, a company redacting information from a material contract must:
- note in the exhibit list that portions of the exhibit have been omitted;…
On March 20, 2019, the SEC amended its disclosure requirements to ease reporting burdens for most public companies. While no individual change is particularly noteworthy, the aggregate impact of the changes should generally simplify the reporting process. A few changes will require modest additional disclosures. The most significant changes are:
- Confidential treatment requests – Very helpfully, the SEC is dispensing with the need to obtain the staff’s prior approval of a confidential treatment request before redacting information from certain exhibits when the information is not material and its disclosure would likely cause competitive harm.…
In apparent recognition of the popularity of “testing the waters” by Emerging Growth Companies (EGCs) before proceeding with an IPO, the Securities and Exchange Commission recently voted to propose an expansion of this accommodation to all companies. Currently, EGCs and any person authorized to act on behalf of an EGC may engage in oral or written communications with potential investors that are qualified institutional buyers or institutional accredited investors to determine whether these investors might have an interest in a contemplated securities offering without violating the SEC’s prohibition on gun-jumping.… More
Some regulators and investors are expressing concerns about abuse of Rule 10b5-1 plans. Last July, Representative Maxine Waters introduced the “Promoting Transparency Standards for Corporate Insiders Act,” which would require the SEC to study whether Rule 10b5-1 should be amended to restricted multiple plans, require a waiting period before making trades under a plan, and limit how often plans can be modified or canceled. In December,… More
Proving that where there’s a will, there’s a way, the U.S. capital markets continue to push forward as the political stalemate at the heart of the federal government shutdown continues. A temporary solution to the shutdown appears to be at hand but in the spirit of “then what?” we want to keep you up to date. Acknowledging the obstacles created by its inability to review registration statements and declare them effective during the course of the shutdown,… More
In our 2018 SEC year in preview post, we called attention to an expected increase in SEC cybersecurity enforcement action. The SEC has certainly lived up to the billing throughout 2018, which was the first full year in existence for the SEC’s new Cyber Unit. In particular, the Cyber Unit and the SEC’s Enforcement Division focused on three types of enforcement actions: (1) stopping unregistered and/or fraudulent trading of digital assets,… More