Tag Archives: emerging growth companies

SEC Chair Jay Clayton discusses principles guiding his tenure at the SEC

by Cydney Posner

In his first public speech as SEC Chair, Jay Clayton outlined for the Economic Club of New York eight principles that he aims to guide his tenure as Chair. In discussing these principles and some ways in which he plans to put them into practice, Clayton seemed to stress the need to focus more intently on the various costs of regulatory compliance—in dollars, in time, in effort, in complexity and in economic impact.  In particular, Clayton drew attention to a reduction in the number of public companies in recent years—a “roughly 50% decline in the total number of U.S.-listed public companies over the last two decades”—attributing the decline at least in part to the expansion of disclosure requirements, in some cases beyond materiality.  To address this issue, he asserted, the SEC “should review its rules retrospectively” from the perspective of the cumulative effect of required disclosure, not just each incremental slice. Finally, he noted that the SEC “has several initiatives underway to improve the disclosure available to investors, “ including implementation of recommendations contained in the SEC staff’s Report on Modernization and Simplification of Regulation S-K (see this PubCo post).  According to Clayton, the staff “is making good progress on preparing rulemaking proposals based on this report….”

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It’s baaaack — the Financial CHOICE Act of 2017

by Cydney Posner

A draft of the Financial CHOICE Act of 2017 (fka version 2.0), a bill to create hope and opportunity for investors, consumers, and entrepreneurs — a masterpiece of acronyming — has just been released (and weighs in at 593 pages).   The bill, sponsored by Jeb Hensarling, Chair of the House Financial Services Committee, was framed as a Republican proposal to reform the financial regulatory system and relieve the affliction of Dodd-Frank. In addition to taking aim at much of Dodd-Frank, among other things, the bill places a heavier burden on regulators and proxy advisory firms generally, eliminates a lot of studies and repeals or eases a number of regulations. A hearing in the House has been scheduled for this week. The bill never made much progress when it was originally introduced last year (as version 1.0), but with Congress and the Presidency now in Republican hands, its chances of survival in some form are immensely greater.  Of course, the Senate Dems could filibuster — assuming, that is, that the legislative filibuster survives that long — the Senate version of the bill, or threaten to do so, which could lead to some negotiation.

While the vast majority of provisions in the draft bill relate to the banking provisions of Dodd-Frank and the Consumer Financial Protection Bureau, some are related to new requirements for agency rulemaking, capital formation, compensation and corporate governance matters, and other matters of interest. Selected provisions are summarized below: Continue reading

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SEC adopts JOBS Act inflation adjustments and other technical changes

by Cydney Posner

The SEC has adopted a number of inflation-related adjustments under the JOBS Act, including an adjustment to the revenue cap in the definition of “emerging growth company,” as well as adjustments to the dollar amounts in Reg Crowdfunding. A number of technical amendments were also adopted to conform various rules and forms to self-executing changes effected when the JOBS Act was signed into law.  The various amendments will become effective upon publication in the Federal Register. Continue reading

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House passes bill for five-year extension of JOBS Act exemption from auditor attestation requirement

by Cydney Posner

On Monday, the House passed the Fostering Innovation Act of 2015, notwithstanding this  letter to Paul Ryan and Nancy Pelosi from the SEC’s Investor Advocate urging a vote against it.  The bill, which presumably now moves to the Senate for consideration, amends Section 404(b) of SOX  (internal controls), “to provide a temporary exemption for low-revenue issuers from certain auditor attestation requirements.”  Continue reading

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SEC adopts rules to implement two provisions of the FAST Act

by Cydney Posner

The SEC has approved interim final rules  implementing two provisions of the Fixing America’s Surface Transportation (FAST) Act.  As you may recall, the FAST Act was signed into law in early December and contained several measures that modified the JOBS Act or otherwise related to capital raising for emerging growth companies, disclosure modernization, the development of secondary markets and the registration process for smaller companies.   (See this PubCo post.) Continue reading

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Corp Fin “announcement” provides some guidance on changes resulting from the FAST Act (repaired)

by Cydney Posner

On December 10, 2015, Corp Fin issued an announcement  highlighting changes in the securities laws resulting from the FAST Act.  As previously discussed in this PubCo post, this transportation bill contains several measures that modify the JOBS Act or otherwise relate to capital raising for emerging growth companies, disclosure modernization, the development of secondary markets and the registration process for smaller companies.  The referenced PubCo post has been updated to reflect SEC guidance, primarily regarding timing, set forth in that announcement.

 

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President signs FAST Act (updated December 10, 2015)

by Cydney Posner

The President has signed the FAST Act into law.  As previously discussed, this transportation bill contains several measures that modify the JOBS Act or otherwise relate to capital raising for emerging growth companies, disclosure modernization, the development of secondary markets and the registration process for smaller companies.  On December 10, 2015, Corp Fin issued an announcement describing those measures and providing additional guidance.  This post has been updated (in italics) to reflect Corp Fin guidance set forth in that announcement.

Below are short summaries of the some of the key relevant provisions of the Act: Continue reading

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