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Recent SEC Releases and Activities
Here are brief descriptions of rulemaking and other activities of the Securities and Exchange Commission and its staff. Whenever possible, we have created direct links by which you can access the noted releases, in the SEC's Internet web site at http://www.sec.gov. SEC Proposed Rule: Interactive Data to Improve Financial Reporting ReleaseRelease Nos. 33-8924; 34-57896; 39-2455; IC-28293; File No. S7-11-08. Dated 5/30/08. The Securities and Exchange Commission is proposing rules requiring companies to provide financial statement information in a form that would improve its usefulness to investors. Under the proposed rules, financial statement information could be downloaded directly into spreadsheets, analyzed in a variety of ways using commercial off-the-shelf software, and used within investment models in other software formats. The rules would apply to domestic and foreign public companies that prepare their financial statements in accordance with generally accepted accounting principles as used in the United States (U.S. GAAP), and foreign private issuers that prepare their financial statements using International Financial Reporting Standards (IFRS) as promulgated by the International Accounting Standards Board (IASB). Companies would provide their financial statements to the Commission and on their corporate Web sites in interactive data format using the eXtensible Business Reporting Language (XBRL). The interactive data would be provided as an exhibit to periodic reports and registration statements, as well as to transition reports for a change in fiscal year. The proposed rules are intended not only to make financial information easier for investors to analyze, but also to assist in automating regulatory filings and business information processing. Interactive data has the potential to increase the speed, accuracy, and usability of financial disclosure, and eventually reduce costs.
SEC Press Release: SEC Proposes New Way for Investors to Get Financial Information on CompaniesDated 5/14/08. The Securities and Exchange Commission voted unanimously to formally propose using new technology to get important information to investors faster, more reliably, and at a lower cost.
SEC Final Rule: Electronic Shareholder ForumsRelease No. 34-57172; IC-28124: File No. S7-16-07. Dated 1/18/08. The SEC is adopting amendments to the proxy rules under the Securities Exchange Act of 1934 to facilitate electronic shareholder forums. The amendments clarify that participation in an electronic shareholder forum that could potentially constitute a solicitation subject to the proxy rules is exempt from most of the proxy rules if all of the conditions to the exemption are satisfied. In addition, the amendments state that a shareholder, company, or third party acting on behalf of a shareholder or company that establishes, maintains or operates an electronic shareholder forum will not be liable under the federal securities laws for any statement or information provided by another person participating in the forum. Therefore, the amendments remove legal ambiguity that might deter shareholders and companies from energetically pursuing this mode of communication.
XBRL: The Dawn of a New EDGAR - a whitepaper that provides a plain English overview and analysis of XBRL®Dated March, 2008. Click here to link to whitepaper
SEC Adopted Amendment to Rule14a-8(i)(8)The Securities and Exchange Commission recently adopted an amendment to Rule 14a-8(i)(8) under the Securities Exchange Act of 1934 to codify the agency's longstanding interpretation of this rule. Rule 14a-8 provides shareholders with an opportunity to place certain proposals in a company's proxy materials for a vote at an annual or special meeting of shareholders. Subsection (i)(8) of the rule permits exclusion of certain shareholder proposals related to the election of directors. Dated 1/10/08.
SEC Final Rule: Smaller Reporting Company Regulatory Relief and SimplificationRelease Nos. 33-8876; 34-56994; 39-2451; File No. S7-15-07. Dated 12/19/07. The Securities and Exchange Commission is adopting amendments to its disclosure and reporting requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934 to expand the number of companies that qualify for its scaled disclosure requirements for smaller reporting companies. Companies that have less than $75 million in public equity float will qualify for the scaled disclosure requirements under the amendments. Companies without a calculable public equity float will qualify if their revenues were below $50 million in the previous year. To streamline and simplify regulation, the amendments move the scaled disclosure requirements from Regulation S-B into Regulation S-K.
SEC Final Rule: Shareholder Proposals Relating to the Election of DirectorsRelease No. 34-56914; IC-28075: File No. S7-17-07. Dated 12/6/07. The Securities and Exchange Commission is publishing this adopting release to codify the meaning of Rule 14a-8(i)(8) under the Securities Exchange Act of 1934. Rule 14a-8 provides shareholders with an opportunity to place certain proposals in a company's proxy materials for a vote at an annual or special meeting of shareholders. Subsection (i)(8) of the Rule permits exclusion of certain shareholder proposals related to the election of directors. The Commission is adopting an amendment to Rule 14a-8(i)(8) to provide certainty regarding the meaning of this provision in response to a recent court decision.
SEC Final Rule: Revisions to 144 and 145Release No. 33-8869; File No. S7-11-07. Dated 12/6/07. Rule 144 under the Securities Act of 1933 creates a safe harbor for the sale of securities under the exemption set forth in Section 4(1) of the Securities Act. The SEC is shortening the holding period requirement under Rule 144 for "restricted securities" of issuers that are subject to the reporting requirements of the Securities Exchange Act of 1934 to six months. Restricted securities of issuers that are not subject to the Exchange Act reporting requirements will continue to be subject to a one-year holding period prior to any public resale. The amendments also substantially reduce the restrictions applicable to the resale of securities by non-affiliates. In addition, the amendments simplify the Preliminary Note to Rule 144, amend the manner of sale requirements and eliminate them with respect to debt securities, amend the volume limitations for debt securities, increase the Form 144 filing thresholds, and codify several staff interpretive positions that relate to Rule 144. Finally, the SEC is eliminating the presumptive underwriter provision in Securities Act Rule 145, except for transactions involving a shell company, and revising the resale requirements in Rule 145(d). The SEC believes that the amendments will increase the liquidity of privately sold securities and decrease the cost of capital for all issuers without compromising investor protection.
SEC Press Release: SEC Votes to Codify Longstanding Policy on Shareholder Proposals on Election ProceduresThe Securities and Exchange Commission voted to adopt an amendment to Rule 14a-8(i)(8) under the Securities Exchange Act of 1934 to codify the Commission's longstanding interpretation of that rule. This action was taken to provide certainty to shareholders and companies following a 2006 decision by the U.S. Court of Appeals for the Second Circuit which did not defer to the Commission's interpretation of the rule. It will also ensure that current disclosure requirements and antifraud protections aren't upended. Dated 11/28/07.
SEC Press Release: SEC Votes to Adopt Three Rules to Improve Regulation of Smaller BusinessesThe Securities and Exchange Commission voted unanimously to adopt three measures to modernize and improve its capital-raising, reporting and disclosure requirements for smaller companies. These measures address some of the key recommendations made by the SEC's Advisory Committee on Smaller Public Companies in its final report. Dated 11/15/07.
Final Rule: Adoption of Updated EDGAR Filer ManualRelease Nos. 33-8834; 34-56256; 39-2448; IC-27928. Dated 8/15/07. The Securities and Exchange Commission is adopting revisions to the Electronic Data Gathering, Analysis, and Retrieval System (EDGAR) Filer Manual to reflect updates to the EDGAR system. Revisions are being made primarily to support the expansion of the current interactive data voluntary reporting program to enable mutual funds voluntarily to submit supplemental tagged information contained in the risk/return summary section of their prospectuses on Form N-1A. The EDGAR system is being upgraded to support this functionality on August 20, 2007. Click here to link to Release
Final Rule: Definition of the Term Significant DeficiencyRelease Nos. 33-8829; 34-56203; File No. S7-24-06. Dated 8/3/07. The Securities and Exchange Commission is defining the term "significant deficiency" for purposes of the Commission's rules implementing Section 302 and Section 404 of the Sarbanes-Oxley Act of 2002.
SEC Proposed Rule: Shareholder ProposalsRelease No. 34-56160; IC-27913; File No. S7-16-07 The Securities and Exchange Commission is proposing amendments to the rules under the Securities Exchange Act of 1934 concerning shareholder proposals and electronic shareholder communications, as well as to the disclosure requirements of Schedule 14A and Schedule 13G. Proposed amendments to Exchange Act Rule 14a-8 would enable shareholders to include in company proxy materials their proposals for bylaw amendments regarding the procedures for nominating candidates to the board of directors. Schedule 14A and Schedule 13G would be amended to provide shareholders with additional information about the proponents of these proposals, as well as any shareholders that nominate a candidate under such an adopted procedure. Included in these nominating shareholder disclosures would be the disclosure requirements that currently apply to traditional proxy contests. Finally, the proposed amendments would revise the proxy rules to clarify that participation in an electronic shareholder forum that may constitute a solicitation would be generally exempt from the proxy rules. This release accompanies a second release, Shareholder Proposals Relating to the Election of Directors, in which the SEC publishes an interpretation and propose a rule change to affirm the staff of the Division of Corporation Finance's historical application of Rule 14a-8(i)(8). Dated 7/27/07.
SEC Final Rule: Regarding Shareholder Choice Regarding Proxy MaterialsRelease Nos. 34-56135; IC-27911; File No. S7-03-07 The Securities and Exchange Commission adopted amendments to the proxy rules under the Securities Exchange Act of 1934 to provide shareholders with the ability to choose the means by which they access proxy materials. Under the amendments, issuers and other soliciting persons will be required to post their proxy materials on an Internet Web site and provide shareholders with a notice of the Internet availability of the materials. The issuer or other soliciting person may choose to furnish paper copies of the proxy materials along with the notice. If the issuer or other soliciting person chooses not to furnish a paper copy of the proxy materials along with the notice, a shareholder may request delivery of a copy at no charge to the shareholder. Dated 7/26/07. Click here to link to Release
SEC Press Release: Proposed Modernization Of Smaller Company Capital - Raising and Disclosure RequirementsThe Securities and Exchange Commission proposed a series of six measures to modernize and improve its capital raising and reporting requirements for smaller companies. Many of the proposals address key recommendations made by the SEC's Advisory Committee on Smaller Public Companies in its final report. Dated 5/23/07.
SEC Press Release: SEC Approves New Guidance for Compliance with Section 404 of Sarbanes-OxleyThe Securities and Exchange Commission unanimously approved interpretive guidance to help public companies strengthen their internal control over financial reporting while reducing unnecessary costs, particularly at smaller companies. The new guidance will enhance compliance under Section 404 of the Sarbanes-Oxley Act of 2002 by focusing company management on the internal controls that best protect against the risk of a material financial misstatement. Dated 5/23/07.
SEC Final Rule: Internet Availability of Proxy MaterialsThe Securities and Exchange Commission adopted amendments to the proxy rules under the Securities Exchange Act of 1934 that provide an alternative method for issuers and other persons to furnish proxy materials to shareholders by posting them on an Internet Web site and providing shareholders with notice of the availability of the proxy materials. Issuers must make copies of the proxy materials available to shareholders on request, at no charge to shareholders. The amendments put into place processes that will provide shareholders with notice of, and access to, proxy materials while taking advantage of technological developments and the growth of the Internet and electronic communications. Issuers that rely on the amendments may be able to significantly lower the costs of their proxy solicitations that ultimately are borne by shareholders. The amendments also might reduce the costs of engaging in a proxy contest for soliciting persons other than the issuer. The amendments do not apply to business combination transactions. The amendments also do not affect the availability of any existing method of furnishing proxy materials. Dated 1/22/07. Click here to link to Release
SEC Press Release: SEC Votes to Propose Interpretive Guidance for Management to Improve Sarbanes-Oxley 404 ImplementationThe Securities and Exchange Commission voted to propose for public comment interpretive guidance for managements regarding their evaluations of internal control over financial reporting. The Commission also proposed amendments to Rules 13a-15 and 15d-15 that would make it clear that a company choosing to perform an evaluation of internal control in accordance with the interpretive guidance would satisfy the annual evaluation required by those rules. Finally, the Commission proposed amendments to Regulation S-X to clarify the auditor's reporting requirement pursuant to Section 404(b) of the Sarbanes-Oxley Act. Dated 12/13/06.
SEC Final Rule: Amendments to the Tender Offer Best-Price RulesRelease Nos. 34-54684; IC-27542; File No. S7-11-05. Dated 11/1/06. The SEC is adopting amendments to the language of the third-party and issuer tender offer best-price rules to clarify that the provisions apply only with respect to the consideration offered and paid for securities tendered in a tender offer. The SEC is also amending the third-party and issuer tender offer best-price rules to provide that any consideration that is offered and paid according to employment compensation, severance or other employee benefit arrangements entered into with security holders of the subject company that meet certain requirements will not be prohibited by the rules. Finally, they are amending the third-party and issuer tender offer best-price rules to provide a safe harbor provision so that arrangements that are approved by certain independent directors of either the subject company's or the bidder's board of directors, as applicable, will not be prohibited by the rules. These amendments are intended to make it clear that the best-price rule was not intended to capture employment compensation, severance or other employee benefit arrangements. They are also making a technical amendment to correct a cross-reference in the rules that govern the ability to delegate authority for purposes of granting exemptions under the best-price rule.
SEC Final Rule: Executive Compensation and Related Person DisclosureRelease Nos. 33-8732; 34-54302; IC-27444; File No. S7-03-06. Dated 8/11/06. The SEC is adopting amendments to the disclosure requirements for executive and director compensation, related person transactions, director independence and other corporate governance matters and security ownership of officers and directors. These amendments apply to disclosure in proxy and information statements, periodic reports, current reports and other filings under the Securities Exchange Act of 1934 and to registration statements under the Exchange Act and the Securities Act of 1933. Click here to link to Release
SEC Concept Release Concerning Management's Reports On Internal Control Over Financial ReportingRelease Nos. 34-54122; File No. S7-11 -06. Dated 7/11/06. The SEC is publishing this Concept Release to understand better the extent and nature of public interest in the development of additional guidance for management regarding its evaluation and assessment of internal control over financial reporting so that any guidance the Commission develops addresses the needs and concerns of public companies, consistent with the protection of investors.
SEC Release: Notice of Filing of Proposed Rule Change to Modify the Cure Period Available to an Issuer that Loses an Independent Director or Audit Committee MemberRelease No. 34-53941; File No. SR-NASDAQ-2006-011. Dated June 5, 2006. Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing of a Proposed Rule Change to Modify the Cure Period Available to an Issuer that Loses an Independent Director or Audit Committee Member
SEC Release: Notice of Filing of Proposed Rule Change by the New York Stock Exchange LLC Amending the Listed Company Manual to Mandate Listed Companies Become Eligible to Participate in a Direct Registration SystemRelease No. 34-53912; File No. SR-NYSE-2006-29. Dated May 31, 2006. Amex and NASDAQ have filed similar proposed rule changes, described in SEC Releases. Click here for Amex release
Press Release: SEC Announces Next Steps for Sarbanes-Oxley ImplementationThe Securities and Exchange Commission today announced a series of actions it intends to take to improve the implementation of the Section 404 internal control requirements of the Sarbanes-Oxley Act of 2002. Dated May 17, 2006.
Exchange Act Reporting UpdateNew SEC Exchange Act reporting and disclosure requirements, including amendments Click here to link to Reporting Update
Request for Public Comment on Exposure Draft of Final Report of the Securities and Exchange Commissions Advisory Committee on Smaller Public CompaniesRelease Nos. 33-8666; 34:53385; File No. 265-23. Dated 2/28/06. The Securities and Exchange Commission Advisory Committee on Smaller Public Companies is publishing an exposure draft of its Final Report and requesting public comment on it.
Proposed Rule: Executive Compensation and Related Party DisclosureThe SEC is proposing amendments to the disclosure requirements for executive and director compensation, related party transactions, director independence and other corporate governance matters and security ownership of officers and directors. These amendments would apply to disclosure in proxy and information statements, periodic reports, current reports and other filings under the Securities Exchange Act of 1934 and to registration statements under the Exchange Act and the Securities Act of 1933. They also propose to require that disclosure under the amended items generally be provided in plain English. The proposed amendments are intended to make proxy statements, reports and registration statements easier to understand. They are also intended to provide investors with a clearer and more complete picture of the compensation earned by a company's principal executive officer, principal financial officer and highest paid executive officers and members of its board of directors. In addition, they are intended to provide better information about key financial relationships among companies and their executive officers, directors, significant shareholders and their respective immediate family members. Release Nos. 33-8655; 34-53185; IC-27218; File No. S7-03-06. Dated January 27, 2006.
Proposed Rule: Amendments To The Tender Offer Best-Price RuleThe SEC is proposing amendments to the tender offer best-price rule to clarify that the rule applies only with respect to the consideration offered and paid for securities tendered in an issuer or third-party tender offer and should not apply to consideration offered and paid according to employment compensation, severance or other employee benefit arrangements entered into with employees or directors of the subject company. The proposed rule also would provide a safe harbor in the context of third-party tender offers that would allow the compensation committee or a committee performing similar functions of the subject company's or bidder's board of directors, depending on whether the subject company or the bidder is the party to the arrangement, to approve an employment compensation, severance or other employee benefit arrangement and thereby deem it to be such an arrangement within the meaning of the proposed exemption. Release Nos. 34-52968; IC-27193; File No. S7-11-05. Dated December 16, 2005.
Final Rule: Ownership Reports and Trading by Officers, Directors and Principal Security HoldersRelease No. 33-8600; 34-52202; 35-28013; IC-27025; File No. S7-27-04. Dated 8/3/05. The SEC adopted amendments to two rules that exempt certain transactions from the private right of action to recover short-swing profit provided by Section 16(b) of the Securities Exchange Act of 1934. The amendments are intended to clarify the exemptive scope of these rules, consistent with statements in previous Commission releases. The SEC also are amended Item 405 of Regulations S-K and S-B to harmonize this item with the two-business day Form 4 due date and mandated electronic filing and Web site posting of Section 16 reports.
Final Rule: Securities Offering ReformRelease Nos. 33-8591; 34-52056; IC-26993; FR-75. File No. S7-38-04. Dated 7/19/05. The Securities and Exchange Commission is adopting rules that will modify and advance significantly the registration, communications, and offering processes under the Securities Act of 1933. Today's rules will eliminate unnecessary and outmoded restrictions on offerings. In addition, the rules will provide more timely investment information to investors without mandating delays in the offering process that we believe would be inconsistent with the needs of issuers for timely access to capital. The rules also will continue our long-term efforts toward integrating disclosure and processes under the Securities Act and the Securities Exchange Act of 1934. The rules will further these goals by addressing communications related to registered securities offerings, delivery of information to investors, and procedural aspects of the offering and capital formation processes. Click here to link to Release |
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