Securities and Exchange Commission (SEC)

Website: www.sec.gov

The mission of the U.S. Securities and Exchange Commission is to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation.

Recent Developments – Past 90 days


PwC Resources
 

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SEC comment letter trends series

PwC discusses key comment letter trends and considerations based on comment letters published by the SEC staff. Trends are organized by selected industries and accounting topics. We highlight the areas that received the most comments from the SEC and provide relevant examples of recent comments to aid preparers in assessing whether their disclosures are transparent and consistent with relevant accounting and reporting guidance.

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Select News Releases

SEC proposes amendments to require use of proxy cards
SEC - 10/26/2016
The SEC voted to propose amendments to the proxy rules to require parties in a contested election to use universal proxy cards that would include the names of all board of director nominees. This proposal gives shareholders the ability to vote by proxy for their preferred combination of candidates. 

SEC adopts final rules to facilitate intrastate and regional securities offerings
SEC - 10/26/2016
The SEC adopted final rules that modernize how companies can raise money to fund their businesses through intrastate and small offerings while maintaining investor protections. 

SEC adopts rules to modernize information reported by funds, require liquidity risk management programs and permit swing pricing
SEC - 10/13/2016
The SEC voted to adopt changes to modernize and enhance the reporting and disclosure of information by registered investment companies and to enhance liquidity risk management by open-end funds, including mutual funds and exchange-traded funds.

SEC proposes amendments to rewuire use of universal proxy cards
SEC - 10/26/2016
The SEC will consider whether to propose amendments to the proxy rules to require the use of universal proxy cards that would include the names of all nominees in contested board of directors’ elections.   The rule amendments, which would enable shareholders to vote by proxy in a way that more closely resembles how they can vote in person at a shareholder meeting, would make it easier for shareholders to vote for the combination of candidates they prefer.  The Commission also will consider amendments to specify the applicable voting options and voting standards in all director elections.

SEC adopts final rules to facilitate intrastate and regional securities offerings
SEC - 10/26/2016
The SEC adopted final rules that modernize how companies can raise money to fund their businesses through intrastate and small offerings while maintaining investor protections. The rules are part of the Commission’s efforts to assist smaller companies with capital formation while maintaining investor protections.

SEC proposes rule amendment to expedite process for settling securities transactions
SEC - 09/28/2016
The SEC voted to propose a rule amendment to shorten the standard settlement cycle for most broker-dealer securities transactions from three business days after the trade date (T+3) to two business days after the trade date (T+2). The proposed amendment is designed to reduce the risks that arise from the value and number of unsettled securities transactions prior to the completion of settlement, including credit, market, and liquidity risk directly faced by U.S. market participants.
At the bottom of the doc add Related Materials with a link to the proposed rule on the SEC site (on the left of the press release page).

SEC adopts rules for enhanced regulatory framework for securities clearing agencies
SEC - 09/28/2016
The SEC voted to adopt new rules to establish enhanced standards for the operation and governance of securities clearing agencies that are deemed systemically important or that are involved in complex transactions, such as security-based swaps. The SEC also voted to propose to apply the enhanced standards established by the new rules to other categories of securities clearing agencies, including all SEC-registered central counterparties.

Extension of comment period for disclosure update and simplification
SEC - 09/26/2016
The SEC is extending the comment period for a proposal to amend certain of its disclosure requirements that may have become redundant, duplicative, overlapping, outdated, or superseded, in light of other Commission disclosure requirements, U.S. GAAP, IFRS, or changes in the information environment.

SEC proposes amendments to require hyperlinks to exhibits in filings
SEC - 08/31/2016
The SEC proposed rule and form amendments that would require registrants to include a hyperlink to exhibits in their filings.

SEC seeks public comment on disclosure requirements relating to management, security holders and corporate governance matters
SEC - 08/25/2016
The SEC announced that it is seeking public comment on disclosure requirements in Subpart 400 of Regulation S-K, including those relating to management, certain security holders, and corporate governance matters.

SEC extends the comment period for modernization of property disclosures for mining registrants
SEC - 08/23/2016
The SEC is extending the comment period for a release proposing revisions to the property disclosure requirements for mining registrants and related guidance to September 26, 2016. This action will allow interested persons additional time to analyze the issues and prepare their comments.

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Proposed rules

See the SEC's website for a complete list of all outstanding proposed rules.

SEC Proposed Rule: Universal Proxy
SEC - 10/26/2016
The SEC is proposing amendments to the federal proxy rules to require the use of universal proxies in all non-exempt solicitations in connection with contested elections of directors other than those involving registered investment companies and business development companies.

SEC Proposed Rule: Amendment to Securities Transaction Settlement Cycle
SEC - 09/28/2016
The SEC proposes to amend Rule 15c6-1(a) 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 after the trade date (“T+2”). The proposed amendment is designed to reduce a number of risks, including credit risk, market risk, and liquidity risk and, as a result, reduce systemic risk for U.S. market participants.

SEC Proposed Rule: Definition of “Covered Clearing Agency”
SEC - 09/28/2016
The SEC proposes to amend the definition of “covered clearing agency” under Rule 17Ad-22 to mean a registered clearing agency that provides the services of a central counterparty (“CCP”), central securities depository (“CSD”), or a securities settlement system (“SSS”). The SEC also proposes a definition of “securities settlement system” and proposes to amend the definitions of “central securities depository services” to facilitate the proposed amendment to “covered clearing agency.” In addition, the SEC proposes to amend the definition of “sensitivity analysis” under Rule 17Ad-22 to expand the scope of covered clearing agencies subject to requirements thereunder.

SEC Proposed Rule: Exhibit Hyperlinks and HTML Format
SEC - 08/31/2016
The SEC is proposing amendments that would require registrants that file registration statements and periodic and current reports that are subject to the exhibit requirements under Item 601 of Regulation S-K, or that file on Forms F-10 or 20-F, to include a hyperlink to each exhibit listed in the exhibit index of these filings. To enable the inclusion of such hyperlinks, the proposed amendments would also require that registrants submit all such filings in HyperText Markup Language (“HTML”) format.

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Final Rules

See the SEC's website for a complete list of all final rules.

SEC adopts revisions to EDGAR Filer Manual
SEC - 10/26/2016
The Securities and Exchange Commission (the Commission) is adopting revisions to the Electronic Data Gathering, Analysis, and Retrieval System (EDGAR) Filer Manual and related rules to reflect updates to the EDGAR system.

SEC adopts rules to promote effective liquidity risk management
SEC - 10/13/2016
The SEC is adopting new rules, a new form and amendments to a rule and forms designed to promote effective liquidity risk management throughout the open-end investment company industry, thereby reducing the risk that funds will be unable to meet their redemption obligations and mitigating dilution of the interests of fund shareholders. The amendments also seek to enhance disclosure regarding fund liquidity and redemption practices.

SEC adopts rules to modernize investment company reporting
SEC - 10/13/2016
The SEC is adopting new rules and forms as well as amendments to its rules and forms to modernize the reporting and disclosure of information by registered investment companies.

SEC adopts amendments to permit registered open-end managment investment company
SEC - 10/13/2016
The SEC is adopting amendments to Rule 22c-1 under the Investment Company Act to permit a registered open-end management investment company (“open-end fund” or “fund”) (except a money market fund or exchange-traded fund), under certain circumstances, to use “swing pricing,” the process of adjusting the fund’s net asset value (“NAV”) per share to effectively pass on the costs stemming from shareholder purchase or redemption activity to the shareholders associated with that activity, and amendments to Rule 31a-2 to require funds to preserve certain records related to swing pricing. The Commission is also adopting amendments to Form N-1A and Regulation S-X and a new item in Form N-CEN, all of which address a fund’s use of swing pricing. 

SEC adopts amendments to modernize Rule 147
SEC - 10/13/2016
The SEC adopted amendments to modernize Rule 147 under the Securities Act of 1933, which provides a safe harbor for compliance with the Section 3(a)(11) exemption from registration for intrastate securities offerings. They are also establishing a new intrastate offering exemption under the Securities Act, designated Rule 147A. The amendments to Rule 147 and new Rule 147A are designed to facilitate capital formation, including through offerings relying upon intrastate crowdfunding provisions under state securities laws, while maintaining appropriate investor protections and providing state securities regulators with the flexibility to add additional investor protections they deem appropriate for offerings within their state.

SEC adopts amendments related to standards for covered clearing agencies
SEC - 09/28/2016
The SEC is adopting amendments to Rule 17Ad-22 and adding new Rule 17Ab2-2 pursuant to Section 17A of the Exchange Act and the Clearing Supervision Act, enacted in Title VIII of the Dodd-Frank Act.

SEC adopts additional rules related to security-based swap transaction reporting
SEC – 07/13/16
The SEC announced that it has adopted amendments and guidance related to rules regarding the regulatory reporting and public dissemination of security-based swap transactions, known as Regulation SBSR. The new rules and guidance are designed to increase transparency in the security-based swap market. The rules and guidance implement mandates under Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The rules will become effective 60 days after publication in the Federal Register.

SEC adopts rules for resource extraction issuers under Dodd-Frank Act
SEC - 06/27/2016
The SEC adopted rules to require resource extraction issuers to disclose payments made to governments for the commercial development of oil, natural gas or minerals. The rules, mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, are intended to further the statutory objective to advance U.S. foreign policy interests by promoting greater transparency about payments related to resource extraction.

SEC issues technical corrections to asset-backed securities disclosure rules
SEC - 06/17/2016
The SEC issued a release that makes technical corrections to rules that were previously issued in September 2014. The SEC adopted revisions to Regulation AB and other rules governing the offering process, disclosure, and reporting for asset-backed securities. The release restores certain text that was inadvertently changed, revises outdated cross-references, and makes other technical corrections.

SEC approves rule implementing FAST Act provision
SEC - 06/02/2016
The SEC has approved an interim final rule that allows Form 10K filers to provide a summary of business and financial information contained in its annual report. The rule implements a provision of the Fixing America’s Surface Transportation (FAST) Act. The rule provides filers with flexibility in preparing the summary and those opting to provide it must include hyperlinks to the related, more detailed disclosure in the Form 10K. It also requests comment on whether the rule should include specific requirements or guidance for the form and content of the summary and whether the rules should be expanded to include other annual reporting forms.

The rule will become effective when published in the Federal Register and the public comment period will remain open for 30 days.

Business conduct standards for security-based swap dealers and major security-based swap participants
SEC - 04/20/2016
The SEC adopted final rules implementing a comprehensive set of business conduct standards and chief compliance officer requirements for security-based swap dealers and major security-based swap participants (security-based swap entities). The final rules are adopted under Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which authorizes the Commission to implement a framework for regulating the over-the-counter security-based swap markets. The final rules will become effective 60 days after publication in the Federal Register. 

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Financial Reporting Manual

SEC Division of Corporation Finance: Financial Reporting Manual (Updated November 2016)
SEC -11/09/2016
The SEC's Division of Corporation Finance has published an updated version of Financial Reporting Manual. The manual serves as an internal, informal reference document to provide general guidance to SEC staff when reviewing for compliance with SEC reporting rules. Though nonauthoritative, the manual is a helpful source for companies and auditors to refer to for general information on SEC reporting matters. The manual covers a variety of topics such as financial statement requirements, pro forma information, non-GAAP measures, and MD&A, to name a few.

SEC Division of Corporation Finance: Financial Reporting Manual (Updated March 2016)
SEC - 03/17/2016
The SEC's Division of Corporation Finance has published an updated version of Financial Reporting Manual. The manual serves as an internal, informal reference document to provide general guidance to SEC staff when reviewing for compliance with SEC reporting rules. Though nonauthoritative, the manual is a helpful source for companies and auditors to refer to for general information on SEC reporting matters. The manual covers a variety of topics such as financial statement requirements, pro forma information, non-GAAP measures, and MD&A, to name a few.

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Select Speeches

For a complete list of speeches and other public statements by the Chairman, Commissioners, and staff of the SEC, which cover a wide range of topics concerning the state of the markets and the Commission's regulatory agenda, visit the SEC’s website.

Keynote address by Commissioner Kara Stein at Big Data in Finance Conference
SEC - 10/28/2016
Commissioner Stein spoke about developments in technology and how they are affecting the financial markets and the SEC in particular. 

Remarks by Chair Mary Jo White at the PCAOB Investor Advisory Group Meeting
SEC - 10/27/2016
SEC Chair Mary Jo White gave remarks on non-GAAP measures, ACAP recommendations, auditor's reporting model and more. 

Dissenting statement by Commissioner Michael Piwowar at open meeting on universal proxy
SEC - 10/26/2016
SEC Commissioner Michael Piwowar spoke out against the proposed amendments that would require parties in a contested election to use universal proxy cards. The proposal gives shareholders the ability to vote by proxy for their preferred combinaion of board candidates, similar to voting in person. Commissioner Piwowar stated that the use of universal proxies may empower specific groups of shareholders to advance their own special interests.

Remarks by Commissioner Kara Stein on the exemptions to facilitate intrastate and regional securities offerings
SEC - 10/26/2016
SEC Commissioner Kara Stein spoke on the adopted rules to facilitate intrastate and regional securities offerings, stating the rules seek to further enhance the fundraising options available to small and local businesses.

Remarks by Commissioner Kara Stein on the proposed rule to require the use of universal proxies
SEC - 10/26/2016
SEC Commissioner Kara Stein spoke in favor of the proposed rule to require the use of universal proxies in all contested elections of directors, stating that it wold better safeguard the effective exercise of shareholder voting.

Remarks by Michael Piwowar at the open meeting on adoptiong of updated rules regarding intrastate offerings and small business capital formation
SEC - 10/26/2016
SEC Commissioner Michael Piwowar offered remarks in favor of the adoption of rules regarding intrastate offerings and small business capital formation.

Remarks by Chair Mary Jo White on a universal proxy system and exemptions to facilitate intrastate and regional securities offerings
SEC - 10/26/2016
SEC Chair Mary Jo White offered a statement at the open meeting in regards to the proposed rules on a universal proxy system and the adopted rules to facilitate interstate and regional securities offerings.

Keynote address by Mary Jo White on The Evolving Structure of the U.S. Treasury Market: Second Annual Conference
SEC - 10/24/2016
SEC Chair Mary Jo White gave the keynote address at The Evolving Structure of the U.S. Treasury Market: Second Annual Conference about making regulatory changes and enhancements, based on experience with the equity markets, that will strengthen the U.S. Treasury market.

Remarks by Michael Piwowar at the 2016 Conference on Auditing and Capital Markets
SEC - 10/21/2016
SEC Commissioner Michael Piwowar outlined why high-quality economic analysis is an essential part of regulatory processes. He also addressed some of the common myths and misconceptions about the process.

Statement by Kara Stein on adoption of investment company reporting modernization
SEC - 10/13/2016
SEC Commissioner Kara Stein discussed her support of the adoption of modernized and enhanced reporting related to investment companies. She also commented on why the SEC is not adopting the rule that would allow mutual funds to provide shareholder reports via the Internet even when investors do not actually choose e-delivery.

Statement by Kara Stein on adoption of open-end liquidity risk mangement programs and swing pricing
SEC - 10/13/2016
SEC Commissioner Kara Stein discussed her support of a new rule that will help to ensure that mutual funds and ETFs are able to stand by their obligation to redeem investors’ shares on request. She also supported the recommendation to adopt swing pricing for mutual funds.

Statement by Mary Jo White at open meeting: Modernizing and enhancing investment company and investment adviser reporting
SEC - 10/13/2016
SEC Chair Mary Jo White summarized the recommendations relating to enhanced reporting, liquidity risk management programs, and swing pricing that are up for vote during the SEC’s open meeting. 

Statement by Michael Piwowar at open meeting on investment company liquidity risk management programs, investment company swing pricing and investment company reporting modernization
SEC - 10/13/2016
SEC Commissioner Michael Piwowar discussed his support for the staff’s liquidity risk management programs recommendation. He also spoke on why he is unable to support the recommendations on swing pricing and investment company reporting modernization.

Remarks by Mary Jo White before the SEC advisory committee on small and emerging companies
SEC - 10/05/2016
SEC Chair Mary Jo White remarked on the SEC advisory committee on small and emerging company’s meeting agenda that included disclosure requirements in Regulation S-K, diversity on corporate boards, equity market structure work, and ways to help more small companies become familiar with the different avenues available for raising capital in the securities markets.

Statement by Mary Jo White at the open meeting: Covered clearing agencies and shortening the settlement cycle
SEC - 09/28/2016
SEC Chair Mary Jo White summarized the open meeting agenda topics related to covered clearing agencies and shortening the settlement cycle.

Statement by Michael Piwowar at the open meeting regarding proposal to shorten the trade settlement cycle
SEC - 09/28/2016
SEC Commissioner Michael Piwowar discussed his support for the proposal to shorten the trade settlement cycle.

Statement by Michael Piwowar at the open meeting regarding adoption of clearing agency standards and proposal of amendments to clearing agency definitions
SEC - 09/28/2016
SEC Michael Piwowar supports both the adopting and proposing releases regarding clearing agencies because they correctly seek to establish effective regulation tailored to the SEC’s unique mandate and experiences, while creating a regulatory structure that is consistent with the PFMI.

Statement by Kara Stein on adoption of rule on standards for covered clearing agencies and proposal on amendments to related definitions
SEC - 09/28/2016
SEC Commissioner Kara Stein discussed her opinions related to the rule adopting standards for systemically important clearing agencies and the proposal to amend some of the definitions.

Statement by Kara Stein on the propsed rule amendment to shorten the transaction settlment cycle
SEC - 09/28/206
SEC Commissioner Kara Stein gave a statement on the proposed rule related amendment to shorten the transaction settlement cycle.

Testimony by Wesley Bricker on Examining the Agenda of Regulators, SROs, and Standards-Setters for Accounting, Auditing, and Municipal Securities
SEC - 09/22/2016
SEC Interim Chief Accountant Wesley Bricker testifies before the U.S. House of Representatives Committee on Financial Services, Subcommittee on Capital Markets and Government Sponsored Enterprises on Examining the Agenda of Regulators, SROs, and Standards-Setters for Accounting, Auditing, and Municipal Securities.

Testimony by Jessica Kane on Examining the Agenda of Regulators, SROs, and Standards-Setters for Accounting, Auditing, and Municipal Securities
SEC - 09/22/2016
SEC Director, Office of Municipal Securities Jessica Kane testifies before the U.S. House of Representatives Committee on Financial Services, Subcommittee on Capital Markets and Government Sponsored Enterprises on Examining the Agenda of Regulators, SROs, and Standards-Setters for Accounting, Auditing, and Municipal Securities.

Keynote Address by Andrew Ceresney at the American Law Institute Conference on Accountants' Liability 2016
SEC - 09/22/2016
Andrew Ceresney, Director of the SEC Division of Enforcement, discussed the SEC’s enforcement work in the area of auditing.

Remarks by SEC Chair Mary Jo White at the International Bar Association Annual Conference
SEC - 09/21/2016
SEC Chair Mary Jo White discussed securities regulation in a global marketplace.

Statement by SEC Commissioner Michael Piwowar Regarding Publication of List of Rules to be Reviewed Pursuant to the Regulatory Flexibility Act
SEC - 09/15/2016
SEC Commissioner Michael Piwowar highlights the publication of the annual Regulatory Flexibility Act Rule List because historically the lists have generated little or no public comment. He encourages commenters to engage with the Commission and provide insights that will inform our retrospective reviews.

Keynote Address by Mary Jo White at Security Traders Association 83rd Annual Market Structure Conference
SEC - 09/14/2016
SEC Chair Mary Jo White spoke at the Security Traders Association 83rd Annual Market Structure Conference about equity market structure in 2016 and for the future.

Remarks by SEC Commissioner Michael Piwowar at FINRA's 2016 fixed income conference
SEC - 09/09/2016
SEC Commissioner Michael Piwowar share his thoughts on the current bond market liquidity discussion, as well as recent regulatory developments aimed at addressing some of the other challenges in the corporate and municipal bond markets.

Opening Remarks by Mary Jo White at the Equity Market Structure Advisory Committee Meeting
SEC – 08/02/2016
SEC Chair Mary Jo White summarizes the proposed recommendations that is the focus of the Equity Market Structure Advisory Committee meeting: (1) the National Market System Plan to Address Extraordinary Volatility (commonly referred to as the Limit Up/Limit Down or LULD plan); (2) market-wide circuit breakers; (3) the market opening; and (4) customer issues.

Remarks by Commissioner Michael Piwowar at the Equity Market Structure Advisory Committee Meeting
SEC – 08/02/2016
SEC Commissioner Michael Piwowar raised an issue with respect to the framing of one recommendation by the Customer Issues Subcommitte. He believes that instead of promoting investor confidence, the SEC should be promoting investor skepticism.

 

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Other documents

SEC staff updates C&DIs on Securities Act Rules
SEC - 11/09/2016
The SEC's Division of Corporation Finance (CorpFin) has released updates to its Compliance and Disclosure Interpretations (C&DIs) on Securities Act Rules (Questions 240.11, 240.15 and 240.16). 

SEC staff updates C&DIs on Securities Act Forms
SEC - 11/09/2016
The SEC's Division of Corporation Finance (CorpFin) has released updates to its Compliance and Disclosure Interpretations (C&DIs) on Securities Act Forms (Questions 126.06, 126.42 - 126.44).

SEC staff updates C&DIs on Information for Form ABS-EE Filings
SEC - 11/03/2016
The SEC updated its Compliance and Disclosure Interpretations relating to the filing of asset-level disclosures on Form ABS-EE (Questions 10 -13).

SEC staff updates C&DIs on Proxy Rules and Schedule 14A
SEC - 11/02/2016
The SEC updates its Compliance and Disclosure Interpretations for Proxy Rules and Schedule 14A (Regarding Submission of Annual Reports to SEC under Rules 14a-3(c) and 14c-3(b)). 

SEC staff updates C&DIs on Regulation AB and Related Rules
SEC - 09/06/2016
The SEC's Division of Corporation Finance (Corp Fin) has released an update to Compliance and Disclosure Interpretation (C&DIs) on Regulation AB and Related Rules. A question and answer was added to Section 301.03. Item 1101 (c).

SEC staff updates C&DIs on Regulation S-K
SEC - 7/26/2016
The SEC's Division of Corporation Finance (Corp Fin) has released an update to Compliance and Disclosure Interpretation (C&DIs) on Regulation S-K. Selling Security Holders Section 140.02 was updated and Section 240.04 was withdrawn.

SEC staff updates C&DIs on Exchange Act Sections
SEC - 07/14/2016
The SEC's Division of Corporation Finance (CorpFin) has released updates to its Compliance and Disclosure Interpretations (C&DIs) on Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting (question 103.11)

SEC staff updates C&DIs on Securities Act Forms
SEC - 07/11/2016
The SEC's Division of Corporation Finance (CorpFin) has released updates to its Compliance and Disclosure Interpretations (C&DIs) on Securities Act Forms (question 125.13).  

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