EDGAR Filing

SEC issues new and revised guidance on intrastate crowdfunding

Publisher: Morrison Foerster LLP
Author: Ze’-Ev Eiger

On April 10^th, 2014, the Division of Corporation Finance of the SEC issued one revised and two new compliance and disclosure interpretations regarding crowd funding and Rule 147 under the Securities Act of 1933, as amended, which are summarized in the full article here.

Section 3(a)(11) of the Securities Act (“Section 3(a)(11)”) provides an exemption from the registration requirements of the Securities Act for any security which is a part of an issue offered and sold only to persons who reside in a single state or territory, where the issuer of such security is a person resident and doing business within or, if a corporation, incorporated by and doing business within, such state or territory. Rule 147 under the Securities Act (“Rule 147”) provides a safe harbor for offerings conducted pursuant to Section 3(a)(11), which requires that the issuer must be a resident of, and doing business in, the same state in which all offers and sales are made, and the offering may not be offered or sold to non-residents.

What is your opinion on the new and revised guidelines on intrastate crowd funding? Give us your thoughts in the comments below.

By : Securex /April 17, 2014 /Compliance, General EDGAR filing, Public Company Accounting, Securites Law /0 Comment Read More

New SEC guidance provides answers on conflict minerals disclosures

Publisher: Dinsmore
Authors: David Lavan, Andrew Gammill

The SEC has issued new guidance designed to help companies prepare their mandatory reports as the deadline approaches for publicly traded US companies to file new conflict mineral reports.

Many companies have had questions about what the new conflict minerals rules mean to them, and the first of the reports required by the rules are due May 31^st, 2014. The new SEC guidance in the form of FAQs can be accessed here The Dodd-Frank Wall Street Reform and Consumer Protection Act required the SEC to promulgate rules regarding the use of conflict minerals by public companies. Conflict minerals are defined as four minerals – gold, cassiterite (tin), columbite-tantalite (tantalum), and wolframite (tungsten) – that are commonly mined in parts of central Africa and the mining of which has been used to fund armed conflict and human rights abuses. Publicly traded companies whose products include those four minerals must make a reasonable inquiry to determine whether the conflict minerals they used came from that region and, in some cases, file a report with the SEC.

For full access to the details of the article, please read here. Do you have any thoughts on the new SEC guidance on conflict mineral reports? Or perhaps you have any questions regarding the disclosure of conflict minerals? Give us your opinion in the comment section below.

By : Securex /April 17, 2014 /Compliance, General EDGAR filing, Public Company Accounting, SEC News and Public Statement /0 Comment Read More

SEC steps up scrutiny of municipal bonds: recently filed enforcement actions

Publisher: Mintz Levin
Author: Chip Phinney

In the past months, the SEC has been stepping up its scrutiny of municipal bond offerings.

In the last year alone, the SEC has filed a number of enforcement actions against bond issuers and underwriters. The alleged violations have involved misstatements or omissions concerning such topics as: compliance with tax exemption requirements or reporting requirements, limitations on debt capacity; property valuations; and municipal accounts. In particular, the announcement of the Municipalities Continuing Disclosure Cooperation Initiative, which encourages municipal bond issuers and underwriters to self-report possible disclosure violations, the SEC specifically, noted that it may file enforcement actions against issuers for inaccurately stating in final official statements that they have substantially complied with their prior continuing disclosure obligations. Underwriters may also be charged with securities violations if they have failed to exercise adequate due diligence in determining whether issuers have complied with such obligations. For full access to the article and more detailed enforcement action cases, please click here.

What is your opinion on the increasing enforcement actions in the municipal securities industry? Do you believe the SEC will begin regulating the municipal bond industry at the same level of scrutiny as corporate securities? Give us your opinion in the comments below.

By : Securex /April 17, 2014 /Compliance, General EDGAR filing, Municipal Bond Blogs, Securites Law /0 Comment Read More

SEC Goldman lawyer says agency too timid on Wall Street misdeeds

Publisher: Bloomberg.com
Author: Robert Schmidt

According to James Kidney, a recently retired SEC trial attorney, the SEC leaders are too “tentative and fearful” to bring many Wall Street leaders to heel after the 2008 crisis, echoing the regulator’s outside critics.

In a retirement speech, Mr. Kidney critiqued the SEC as “an agency that policies the broken windows on the street level and rarely goes to the penthouse floors. On the rare occasions when enforcement does go to the penthouse, good manners are paramount. Tough enforcement, risky enforcement, is subject to extensive negotiation and weakening.” Mr. Kidney declared that his superiors were more focused on their post SEC careers than on bringing difficult cases. For full access to the article, including more details about his retirement speech, please click here.

What are your opinions on Kidney’s speech and his opinions on the SEC? Give us your feedback in the comments below.

By : Securex /April 10, 2014 /Compliance, General EDGAR filing, SEC News and Public Statement /0 Comment Read More

Investors seek less noise in disclosures, says NACD

Publisher: Compliance Week
Author: Tammy Whitehouse

As regulators debate the issue of disclosure overload, major investors say they aren’t looking for less information, but perhaps less redundancy or less complexity.

“Investors pretty much said to a person they’re not turning down disclosure,” says Kenneth Daly, president and CEO of the National Association of Corporate Directors, which recently convened an investor summit to hear from major investor groups. “At the same time, they made it abundantly clear, there are lots and lots of technicalities described in the disclosures,” especially with respect to complex disclosures in consolidated financial statements. “Many believe it to be excessive,” he says. The NACD summarized investor viewpoints in a report titled, “Critical Issues for Board Focus in 2014.” Main points of the report include: increased engagement with directors around the year and getting a better sense of the rationale behind a company’s governance and strategy. For full access to the article, please click here.

The NACD report is aligned with the SEC and FASB’s review of disclosure requirements in order to streamline the compliance and reporting process. What are your thoughts on the industry’s attempt to streamline the disclosure process? Give us your feedback below.

By : Securex /April 07, 2014 /Compliance, General EDGAR filing /0 Comment Read More

New Reports Suggest the SEC is Cracking Down on Confidentiality Agreements

Published: SECWhistleblowerAdvocate
Author: Jordan Thomas

A troubling practice that is frequently seen on the part of companies is the use of confidentiality agreements that purport to prevent employees or former employees from sharing any information – including information about potential violations of law – with any outside parties, including the SEC and other law enforcement agencies.

In a recent development for current and potential whistle blowers, reports suggest that the SEC and courts are getting tough on companies that seek to use such agreements to dissuade employees from reporting securities violations or other illegal conduct to the appropriate regulatory agencies. According to the Washington Post, the SEC has opened an investigation into Kellogg Brown & Root (“KBR”), a former subsidiary of Halliburton, to determine whether KBR broke SEC rules by requiring employees involved in an internal investigation into an alleged military-contract fraud to sign “confidentiality statements.” These confidentiality statements gave KBR the right to fire employees who revealed information about the alleged fraud, including to government authorities.

The SEC has neither confirmed nor denied the existence of the investigation due to the fact that all pending SEC investigations are confidential and non-public. However, the report is a sign that the SEC is deeply concerned about this issue and is willing to take a stand against companies who seek to thwart potential whistleblowers.

What are your thoughts on whistle blowing and the SEC’s focus on confidentiality agreements? Give us your feedback in the comment section below.

By : Securex /March 19, 2014 /Compliance, General EDGAR filing, Public Company Accounting, SEC News and Public Statement, Securites Law /0 Comment Read More

Fee Rate Advisory #3 for Fiscal Year 2014

Securities and Exchange Commission Press Release

The SEC announced that starting on March 18th, 2014, the fee rates applicable to most securities transactions will be set at $22.10 per million dollars.

The assessment on security futures transactions will remain unchanged at $0.0042 for each round turn transaction. The Commission determined these new rates in accordance with Section 31 of the Securities Exchange Act of 1934. These adjustments do not directly affect the amount of funding available to the SEC. The Office of Interpretation and Guidance in the Commission’s Division of Trading and Markets is available for questions on Section 31 at (202) 551-5777, or by e-mail at tradingandmarkets@sec.gov. The Commission will issue further notices on its website as appropriate to keep the public informed of developments relating to fees under Section 31.

By : Securex /February 12, 2014 /Compliance, General EDGAR filing, Public Company Accounting, Securites Law /1 Comment Read More

SEC and EDGAR System Operating Status

The SEC will remain open and operational in the event the federal government undergoes a lapse in appropriations on October 1. Any changes to the SEC’s operational status after October 1 will be announced on this website.

The SEC’s current operational plan in the event of an SEC shutdown is available here.

Details of employees subject to furlough and a summary of major SEC functions that will be continued are available for download

By : Securex /September 30, 2013 /Compliance, General EDGAR filing, SEC EDGAR Filing Deadlines, SEC News and Public Statement /1 Comment Read More

SEC Filing Deadline Reminder: SEC closed Monday for Labor Day

Reminder: SEC and EDGAR system are closed Monday, September 2, 2013 for Labor Day.

The SEC will be closed on Monday, September 2, 2013 in observance of the Labor Day holiday. With the SEC closed, filers will not be permitted to submit filings to the EDGAR system. Filings submitted after 5:30 pm ET, Friday August 30, 2013, will be disseminated Tuesday September 3, 2013 at 6:00 am and receive a September 3, 2013 filing date.

If a filing has a due date of Monday, September 2^nd, 2013, the due date will fall on the following business day, Tuesday September 3, 2013.

SEC Calendar / Deadline Tool: Our Calendar / Deadline tool identifies key SEC filing deadline dates for the SEC and dynamically creates filing deadlines specific to the end date of your fiscal quarter.

By : Securex /August 28, 2013 /EDGAR XBRL, General EDGAR filing, SEC EDGAR Filing Deadlines /1 Comment Read More

SEC Delays Effectiveness of Large Trader Reporting for Some Broker-Dealers

Publisher: Morrison & Foerster LLP
Author: Daniel A. Nathan

The SEC’s “large trader” rules that apply to clearing firms and certain other firms will kick in this November.

Thanks to a recent SEC release, some firms are getting a two-year compliance reprieve, but they must develop the procedures and systems for reporting large trader activity within those two years.

The SEC adopted Rule 13h-1 on July 27, 2011, with the goal of enabling the SEC to assess the impact of large trader activity on the securities markets and to support its investigative and enforcement activities. In brief, Rule 13h-1 requires a large trader – defined as a person who exercises investment discretion over one or more accounts, and whose transactions in NMS (national market system) securities equal or exceed 2 million shares or $20 million during any calendar day, or 20 million shares or $200 million during any calendar month – to identify itself to the SEC and file certain information on Form 13H. The SEC then assigns the trader a large trader identification number (LTID).

To view the full alert, please visit: http://www.mofo.com/files/Uploads/Images/130815-SEC-Delays.pdf

By : Securex /August 20, 2013 /Compliance, General EDGAR filing /0 Comment Read More

General EDGAR filing

On April 10th, 2014, the Division of Corporation Finance of the SEC issued one revised and two new compliance and disclosure interpretations regarding crowd funding and Rule 147 under the Securities Act of 1933, as amended, which are summarized in the full article here.