Helping Clients Access the Capital Markets and Stay Apprised of Regulatory Developments

SEC Revision of MD&A – Focus on Future Uncertainties Disclosure

The Securities and Exchange Commission has continued its effort to update and ‎streamline the disclosure requirements for filings with the SEC. In November, the SEC adopted ‎amendments to the rules for Management’s Discussion and Analysis and related financial ‎disclosures. ‎ ‎ MD&A, because of its principles-based nature, is among the most challenging of ‎the disclosure requirements.‎

Read More

SEC Proposes Changes to Equity Compensation Rules for Public and Private Companies

The Securities and Exchange Commission, on November 24, 2020, proposed changes to the rules and forms that are used for compensatory securities offerings by both private and public companies. If adopted, the changes should give added flexibility to companies using equity as part of their compensation programs for employees, directors and consultants. At the same time, but in a separate release, the SEC proposed to extend eligibility under these rules and forms to participants in the so-called “gig economy” for five years.

Read More

SEC Adopts Significant Changes in Regulation of Exempt Offerings (UPDATED)

The Securities and Exchange Commission on November 2, 2020, by a 3 to 2 vote, adopted significant changes to the rules governing capital raising through private offerings and other offerings exempt from registration under the Securities Act of 1933. (See the adopting release here.) These changes are designed “to harmonize, simplify, and improve … the exempt offering framework” and “to promote capital formation and expand investment opportunities while preserving and improving important investor protections,” and include reducing the friction between different offerings under integration principles. The new rules are effective 60 days after publication in the Federal Register.

Read More

SEC Modernizes Disclosure Requirements

The Securities and Exchange Commission on August 26, 2020 adopted changes to the business, legal proceeding and risk factor disclosures made by public companies and companies going public. This was one of two actions taken by the SEC on that date; see our blog post describing changes to the definition of accredited investor and related changes to the qualified institutional buyer definition at this link.

Read More

SEC Adopts Rules for Proxy Voting Advisory Firms, Issues Supplemental Guidance for Investment Advisors

On July 22, 2020, the SEC adopted final rules on the application of its proxy solicitation rules to proxy voting advisors. (See our November 2019 blog post on the proposed rules here.) Among other things, the new rules will, for practical purposes, require these proxy advisory firms – most notably Institutional Shareholder Services (ISS) and Glass Lewis – to make their voting recommendations for any public company’s annual meeting of shareholders available to that company at or before the time the recommendations become available to the proxy advisory firm’s institutional investor clients, so long as the public company files its proxy statement at least 40 days before the meeting.

Read More



Email the Editors

Click here to Email the Editors

Locke Lord LLP

For the latest information about our Firm visit