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



Select News Releases

SEC adopts rules to facilitate smaller companies' access to capital
SEC - 03/25/2015
The SEC has adopted final rules to facilitate smaller companies’ access to capital. The new rules provide investors with more investment choices. The new rules update and expand Regulation A, an existing exemption from registration for smaller issuers of securities. The rules are mandated by Title IV of the Jumpstart Our Business Startups (JOBS) Act. The updated exemption will enable smaller companies to offer and sell up to $50 million of securities in a 12 month period, subject to eligibility, disclosure and reporting requirements.

SEC issues additional FAQs on Volcker Rule
SEC - 02/27/2015
The staff of the Divisions of Trading and Markets, Investment Management, and Corporation Finance issued three additional frequently asked questions and answers (FAQs) concerning the SEC’s final rule implementing section 13 of the Bank Holding Company Act of 1956 (“BHC Act”), commonly referred to as the “Volcker Rule.” The new FAQs address: (1) requirement to record and report certain quantitative measurements, (2) permitted trading in domestic government obligations, and (3) SOTUS covered fund exemption: marketing restriction.

SEC Proposes Rules for Hedging Disclosure
SEC - 02/09/2015
The SEC is proposing rules that would enhance corporate disclosure of company hedging policies for directors and employees, as mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The proposal would require disclosure about whether directors, officers and other employees are permitted to hedge or offset any decrease in the market value of equity securities granted by the company as compensation or held, directly or indirectly, by employees or directors.

SEC issues guidance to investors and industry on cybersecurity
SEC - 02/03/2015
The SEC issued two publications that address cybersecurity at brokerage and advisory firms and provide suggestions to investors on ways to protect their online investment accounts.

SEC staff to review Commission rule for excluding conflicting proxy proposals
SEC - 01/16/2015
SEC Chair Mary Jo White directed the SEC staff to review the SEC’s rule for excluding conflicting proxy proposals and report its findings. The Commission's proxy rules enable shareholders to submit proposals for inclusion in a company's proxy materials for a vote at a shareholder meeting, subject to certain procedural and substantive exclusions. Specifically, Exchange Act Rule 14a-8(i)(9) allows a company to exclude a shareholder proposal that "directly conflicts" with a management proposal. In response to Chair White's direction to the staff, the Division of Corporation Finance indicated that it will express no views on the application of Rule 14a-8(i)(9) during the current proxy season.


Proposed rules

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

SEC Proposed Rule: Disclosure of Hedging by Employees, Officers and Directors
SEC - 02/09/2015
The SEC is proposing rules that would enhance corporate disclosure of company hedging policies for directors and employees, as mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The proposal would require disclosure about whether directors, officers and other employees are permitted to hedge or offset any decrease in the market value of equity securities granted by the company as compensation or held, directly or indirectly, by employees or directors.

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Final Rules

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

SEC Final Rule: Amendments to Regulation A
SEC - 03/25/2015
The SEC adopted amendments to Regulation A and other rules and forms to implement Section 401 of the Jumpstart Our Business Startups Act. Section 401 of the JOBS Act added Section 3(b)(2) to the Securities Act of 1933, which directs the Commission to adopt rules exempting from the registration requirements of the Securities Act offerings of up to $50 million of securities annually. The final rules include issuer eligibility requirements, content and filing requirements for offering statements, and ongoing reporting requirements for issuers in Regulation A offerings.

SEC Final Rule: Asset-Backed Securities Disclosure and Registration (Technical Amendment)
SEC - 02/03/2015
The SEC has 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. These technical amendments are being published to reinstate language that was inadvertently removed and make other technical corrections. The language is detailed in the release.

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Financial Reporting Manual

SEC Division of Corporation Finance: Financial Reporting Manual (Updated January 2015)
SEC - 01/12/2015
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.

Remarks at the Harvard Law School Symposium on Building the Financial System of the 21st Century: An Agenda for Europe and the United States by SEC Commissioner Daniel Gallagher
SEC - 04/16/2015
SEC Commissioner Daniel Gallagher shared his views on recent regulations in the U.S. and Europe in response to the financial crisis and the subsequent efforts to regulate the world financial markets.

Remarks at the Vanderbilt Law School’s 17th Annual Law and Business Conference by SEC Commissioner Kara Stein
SEC - 04/14/2015
SEC Commissioner Kara Stein shared her views on the new opportunities and risks presented by the data revolution, and discussed new tools the SEC is employing to keep pace with the new data-dominated world.

Remarks at the Vanderbilt Law School’s 17th Annual Law and Business Conference by SEC Commissioner Daniel Gallagher
SEC - 03/30/2015
SEC Commissioner Daniel Gallagher shared his views on the critical capital formation issues facing the Commission.

Remarks at the Brooklyn Law School International Business Law Breakfast Roundtable by SEC Commissioner Kara Stein
SEC - 03/26/2015
SEC Commissioner Kara Stein discussed (1) the collaboration between the SEC and international regulators to work on reforms following the financial crisis, (2) the importance of paying attention internationally to products that may transmit risk across borders, such as swaps, and (3) disclosure and accounting matters, and how we might move beyond long-standing impasses.

Testimony on "Examining the SEC’s Agenda, Operations and FY 2016 Budget Request" by SEC Chair Mary Jo White
SEC - 03/24/2015
SEC Chairman Mary Jo White testified regarding the SEC's recent activities and current initiatives, the Commission's fiscal year 2016 budget request, and planned agenda to continue to fulfill its three-part mission: to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation.

Testimony on “Oversight of the SEC's Division of Enforcement” by SEC Division of Enforcement Director Andrew Ceresney
SEC - 03/24/2015
Andrew Ceresney, SEC Director Division of Enforcement, discussed the the Division’s responsibilities, initiatives, and day-to-day activities, including the Division's litigation and trial work.

Remarks at the Georgia Law Review Annual Symposium by SEC Commissioner Luis Aguilar
SEC - 03/24/2015
SEC Commissioner Luis Aguilar discussed (1) how the SEC should prioritize its use of data and technology to become a more effective regulator; and (2) how the global nature of the crisis illustrates the increasingly interconnected nature of the global economy and underscores that the SEC faces a future of needing to work globally to protect American investors.

Remarks at the Tulane University Law School 27th Annual Corporate Law Institute by SEC Chair Mary Jo White
SEC - 03/19/2015
SEC Chair Mary Jo White shared some observations on three specific areas: (1) the current state of shareholder activism, (2) the shareholder proposal process, and (3) fee-shifting bylaws.

Remarks at at the 2015 Mutual Funds and Investment Management Conference by SEC Commissioner Michael Piwowar
SEC - 03/17/2015
SEC Commissioner Michael Piwowar shared his view on the continuing efforts of prudential banking regulators at both the federal and international levels to “broaden the perimeter of prudential regulation” to regulate the activities of non-bank participants in the capital markets.

Remarks at Georgetown University's Corporate Counsel Institute by SEC Chair Mary Jo White
SEC - 03/12/2015
SEC Chair Mary Jo White shared her views on disqualifications, exemptions and waivers under the federal securities laws. She also shared her views on how best to bring about positive change in the corporate cultures of our major financial institutions to help deter the repetitive pattern of significant corporate wrongdoing that we have witnessed both before and after the financial crisis.

Remarks at at FINRA Fixed Income Conference by SEC Commissioner Daniel Gallagher
SEC - 03/10/2015
SEC Commissioner Daniel Gallagher shared his views on (1) the importance of fixed income market reforms, (2) the need to improve municipal disclosure practices, and (3) the need for SEC supervision of accounting for municipal pension and other post-employment benefit, or OPEB, liabilities.

Remarks at the Stanford Rock Center for Corporate Governance by SEC Commissioner Kara Stein 
SEC - 03/05/2015
SEC Commissioner Kara Stein discussed new options for capital formation the SEC might consider in order to promote innovation, focusing on providing new funding options that can accommodate a variety of companies with different funding requirements.

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Other documents

SEC staff issues Compliance and Disclosure Interpretations on Regulation AB and related rules
SEC - 12/09/2014
The SEC's Division of Corporation Finance (Corp Fin) has published a Compliance & Disclosure Interpretation (C&DI) publication on Regulation AB and related rules. The C&DIs comprise the Division’s interpretations of the rules adopted under Regulation AB and the Securities Act and the Exchange Act. They replace the interpretations published in the Regulation AB Manual of Publicly Available Telephone Interpretations (Reg AB Telephone Interpretations) and have been revised in some cases.

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