Month: October 2017

Treasury report recommends actions to increase access to capital

The Treasury Department recently issued a new report, A Financial System That Creates Economic Opportunities—Capital Markets, that, in its recommendations, not surprisingly, echoed in many respects the House’s Financial CHOICE Act of 2017. Having passed the House, the CHOICE Act has since foundered in the Senate (see this PubCo post). The recommendations in the Treasury report addressed approaches to improving the attractiveness of primarily the public markets, focusing in particular on ways to increase the number of public companies by limiting the regulatory burden. According to this Bloomberg article, SEC Chair Jay Clayton “called the report ‘a valuable framework for discussion’ among market participants ‘that will most certainly benefit the American people….We appreciate Treasury’s willingness to seek the SEC’s input during the drafting process, and we look forward to working alongside other financial regulators and Congress as we pursue our three part mission to protect investors, maintain fair, orderly and efficient markets, and facilitate capital formation.’”

Corp Fin posts two new CDIs regarding non-GAAP financial measures in connection with M&A transactions

The SEC has posted two new CDIs regarding the use of non-GAAP financial measures in connection with business combinations, summarized below.

SEC proposes FAST Act Modernization and Simplification of Regulation S-K

The SEC has now posted its release regarding FAST Act Modernization and Simplification of Regulation S-K, which proposes amendments to rules and forms based primarily on the staff’s recommendations in its Report to Congress on Modernization and Simplification of Regulation S-K (required by the FAST Act).  (See this PubCo post.) That Report, in turn, was premised on the review that the SEC conducted as part of its Disclosure Effectiveness Initiative and the related Concept Release, which addressed a broader range of potential changes.  (See this PubCo post and this PubCo post.)  A new approach to confidential treatment, not addressed in the Report, is also proposed.  As indicated by the title, the proposed amendments are intended to modernize and simplify a number of disclosure requirements in Reg S-K, and related rules and forms, in a way that reduces the compliance and cost burdens on companies while continuing to provide effective disclosure for investors, including improvements designed to make the disclosures more readable, less repetitive and more easily navigable.

SEC proposes amendments to modernize and simplify Reg S-K

This morning, the SEC voted to propose amendments to Reg S-K and related rules and forms based primarily on the staff’s recommendations in its Report to Congress on Modernization and Simplification of Regulation S-K (required by the FAST Act).  (See this PubCo post.) That Report, in turn, was premised on the review that the SEC conducted as part of its Disclosure Effectiveness Initiative.  (See this PubCo post and this PubCo post.) The proposal also includes a new approach intended to “streamline” the confidential treatment process. Although the rule proposal has not yet been posted, the staff indicated at the meeting that the proposal largely follows the recommendations in the Report and seeks to clarify ambiguous requirements, update or streamline the rules by eliminating duplication and outdated references, simplify the rules where possible and improve navigability through the use of technology. The SEC also voted to propose certain parallel amendments to investment company and investment adviser rules and forms. Here is the press release.  Stay tuned for further details once the proposal has been posted (and digested).

Results of ISS global survey reveal strong opinions on board gender diversity and mixed views on multi-class capital structures, share buybacks and virtual annual meetings

ISS recently released the results of its 2017-2018 global policy survey. The respondents, mostly from the U.S., included 131 investors, 382 corporate issuers, 46 consultants/advisors, 28 corporate directors and 13 organizations that represent or provide services to issuers. Highlights of the survey are summarized below:

In Senate testimony, SEC Chair offers insights into his thinking on a variety of issues before the SEC

In testimony last week before the Senate Committee on Banking, Housing and Urban Affairs, SEC Chair Jay Clayton gave us some insight into his thinking about a number of  issues, including cybersecurity at the SEC, cybersecurity disclosure, the regulatory agenda, disclosure effectiveness, the shareholder proposal process, climate change disclosure, conflict minerals, compulsory arbitration provisions, stock buybacks, the decline in IPOs and overregulation (including some interesting sparring with Senator Warren). Whether any of the topics identified as problematic result in actual rulemaking—particularly in an administration with a deregulatory focus—is an open question.