Category Archives: Securities

SEC approves T+2

by Cydney Posner

At an open meeting this morning, the SEC voted to adopt an amendment to Rule 15c6-1 under the Exchange Act to shorten the standard settlement cycle for most broker-dealer transactions from three business days after the trade date (T+3) to two business days (T+2), unless otherwise expressly agreed to by the parties at the time of the transaction. According to the press release, the “amended rule is designed to enhance efficiency, reduce risk, and ensure a coordinated and expeditious transition by market participants to a shortened standard settlement cycle.”   September 5, 2017, which follows a long weekend, has been set as the compliance date.  Continue reading

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Say farewell to the conflict minerals case, Nat’l Ass’n of Mfrs. v. SEC

by Cydney Posner

The parties to the conflict minerals case have filed in the D.C. District Court a “Joint Status Report,” which requests that the Court enter a final judgment in accordance with the decision of the Court of Appeals.  As a result, it will be case closed for National Association of Manufacturers v. SEC, which decided that the requirement in the conflict minerals rule to disclose whether companies’ products were “not found to be DRC conflict free” violated companies’ First Amendment rights.    Continue reading

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SEC continues to grant no-action relief in connection with proxy access fix-it proposals

by Cydney Posner

The SEC has posted a number of additional Corp Fin responses to requests for no-action, as well as to requests for reconsideration of previous denials of relief, regarding shareholder proposals to amend proxy access bylaws, so-called “fix-it” proposals. In all cases, the companies argued that they should be permitted to exclude the fix-it proposals as “substantially implemented” under Rule 14a-8(i)(10). The requests were successful in obtaining no-action relief in all cases except one. As in the past, the staff has not identified the key determining factor, but companies now seem to have found a formula for successfully excluding these proposals. Continue reading

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Exhibits just one click away! (updated)

by Cydney Posner

At an open meeting this morning, the SEC voted to adopt new rule and form amendments requiring that the exhibit index in registration statements and reports contain hyperlinks to the exhibits listed and that these filings all be made in HTML format. (The SEC also voted to propose the use of Inline XBRL for financial statement information. See this PubCo post.) Not terribly controversial, which probably explains how any action was taken at all, given that there are now only two commissioners and they have diametrically opposed views on just about everything.

This version of the post has been updated to reflect information from the SEC press release and related fact sheet and the adopting release. Continue reading

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SEC votes to propose Inline XBRL (updated)

by Cydney Posner

At an open meeting this morning, the SEC voted to propose the mandatory use of Inline XBRL (eXtensible Business Reporting Language) for financial statement information. The proposal is intended to facilitate “improvements in the quality and usefulness of XBRL data and, over time, decreas[e] filing costs by decreasing XBRL preparation costs.” In June 2016, the SEC began a voluntary program allowing companies to file structured financial statement data using Inline XBRL. (See this PubCo post.) The progress of this sample suggested that a wider use was feasible. There are now only two SEC commissioners, but they both seemed to be genuinely excited about Inline XBRL.

(This post is based on notes from the open meeting and has been updated subsequent to initial posting to reflect information from the press release and related fact sheet and from the proposing release.)

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Exhibits just one click away!

by Cydney Posner

At an open meeting this morning, the SEC voted to adopt new rule and form amendments requiring that the exhibit index in registration statements and reports contain hyperlinks to the exhibits listed and that these filings all be made in HTML format. (The SEC also voted to propose the use of Inline XBRL for financial statement information. See this PubCo post.) Not terribly controversial, which probably explains how any action was taken at all, given that there are now only two commissioners and they have diametrically opposed views on just about everything. (This post reflects notes from the open meeting, prior to issuance of the related press release and adopting release. For more detailed information, see this subsequent PubCo post.) Continue reading

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Another theory on Corp Fin’s position on proxy access fix-it proposals

by Cydney Posner

Corp Fin has refined its position with regard to exclusion of proposals to amend existing proxy access bylaws.  However, the basis for the staff’s determination to grant or refuse no-action relief in that context remains a conundrum.
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