The details of new tax rules are described in this Locke Lord Quick Study from our tax and finance colleagues. From a capital markets perspective, the new tax rules open up interesting possibilities. For decades, companies...
On May 9, 2019, the SEC proposed rule changes to the disclosure requirements for smaller reporting companies (SRCs). Last year, the SEC expanded the number of companies that qualify for scaled disclosure accommodations under SEC rules by increasing the public float and revenue caps in the SRC definition (from $75 million up to $250 million of public float or up to $700 million of public float with $100 million or less in revenues).
On May 3, 2019, the SEC proposed rule amendments to financial information that investors receive regarding the acquisition and disposition of businesses. The SEC’s rules requiring target company and pro forma financial statements are complex. Creating the financial statements often results in significant delay and expense in M&A situations. The SEC’s proposed changes are intended to address these difficulties.
On April 18, 2019, the Financial Crimes Enforcement Network (“FinCEN”) announced1 a civil monetary penalty against an individual for operating a peer-to-peer virtual currency exchanger. FinCEN assessed a $35,350 civil monetary penalty against Eric Powers of Kern County, California for willfully violating registration and reporting requirements under the Bank Secrecy Act (“BSA”).
On April 10, 2019, U.S. Representatives Warren Davidson (R-OH) and Darren Soto (D-FL) reintroduced the Token Taxonomy Act1 (“TTA”) in the effort to amend the Securities Act of 1933 and the Securities Exchange Act of 1934 to exclude “digital tokens” from the definition of a security and provide tax certainty on such assets.
Late last month we blogged about rule amendments adopted by the Securities and Exchange Commission that are intended to modernize and simplify disclosure requirements for public companies, including an amendment that allows registrants to redact confidential information from most exhibits without filing a confidential treatment request.
On April 3, 2019, the Securities and Exchange Commission’s (the “SEC”) Division of Corporation Finance (“Division”) issued a Statement with a “Framework for ‘Investment Contract’ Analysis of Digital Assets” (the “Framework”) for the application of U.S. federal securities laws to blockchain and distributed ledger technologies.
On March 27, 2019, the U.S. Supreme Court, in Lorenzo v. SEC, No. 17-1077 (2019), held that dissemination of false or misleading statements with intent to defraud violates Rules 10b–5(a) and (c) under the Securities Exchange Act of 1934.
On March 20, 2019, the Securities and Exchange Commission (SEC) adopted amendments to modernize and simplify disclosure requirements for public companies, investment advisers, and investment companies. The amendments, consistent with the SEC’s mandate under the Fixing America’s Surface Transportation (FAST) Act, are based on recommendations in the staff’s FAST Act Report as well as a broader review of the Commission’s disclosure rules.
The recent SEC enforcement action against Volkswagen AG and its former CEO illustrates the securities law consequences of operational wrongdoing. As described by the SEC, from at least 2007 through 2015, Volkswagen sold “clean diesel” cars while concealing their emissions problems through use of an undisclosed defeat device.