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 staff issues revised statement on well-known seasoned issuer waivers
SEC - 03/12/2014
Under Securities Act Rule 405, the Commission may grant waivers of ineligible issuer status "upon a showing of good cause, that it is not necessary under the circumstances that the issuer be considered an ineligible issuer." The Director of the Division of Corporation Finance has published a statement that outlines the framework the Division generally will follow in considering whether to grant a waiver of ineligible issuer status.

SEC re-opens comment period for asset-backed securities releases
SEC - 02/25/2014
The SEC has re-opened the comment period on two releases: (1) Asset-Backed Securities (April 7, 2010), and (2) Re-Proposal of Shelf Eligibility Conditions for Asset-Backed Securities (July 26, 2011). The Commission is re-opening the comment period to permit interested persons to comment on an approach for the dissemination of potentially sensitive asset-level data.

SEC publishes Draft Strategic Plan for public comment
SEC - 02/03/2014
The SEC published for public comment its Draft Strategic Plan, which outlines the agency’s strategic goals, major initiatives, and performance metrics for fiscal years 2014 through 2018. The draft plan outlines more than 70 initiatives designed to support its primary strategic goals.

SEC seeks comments on the PCAOB's proposed Dodd-Frank amendments for broker-dealer audits
SEC - 01/06/2014
The SEC is soliciting input regarding the PCAOB's proposed amendments, as well as certain updates and clarifications, to tailor certain of the board's rules to the audits and auditors of brokers and dealers registered with the SEC, as authorized by the Dodd-Frank Wall Street Reform and Consumer Protection Act. If approved by the SEC, the amendments to the PCAOB's rules, Ethics Code, and membership requirements of the American Institute of Certified Public Accountants SEC Practice Section (AICPA SECPS) will take effect on June 1, 2014.

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Proposed rules

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

Re-Opening of Comment Period for Asset-Backed Securities Release 
SEC - 02/25/2014
The SEC has re-opened the comment period on two releases: (1) Asset-Backed Securities (April 7, 2010), and (2) Re-Proposal of Shelf Eligibility Conditions for Asset-Backed Securities (July 26, 2011). The Commission is re-opening the comment period to permit interested persons to comment on an approach for the dissemination of potentially sensitive asset-level data.

SEC Proposed Rule: Amendments for Small and Additional Issues Exemptions Under Section 3(b) of the Securities Act
SEC - 12/18/2013
The SEC is proposing rules intended to increase access to capital for smaller companies. The SEC’s proposal would build upon Regulation A, which is an existing exemption from registration for small offerings of securities up to $5 million within a 12-month period. The updated exemption would enable companies to offer and sell up to $50 million of securities within a 12-month period. The rules are mandated by Title IV of the Jumpstart Our Business Startup (JOBS) Act.

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Final Rules

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

SEC Final Rule: Prohibitions and Restrictions on Proprietary Trading and Certain Interests in, and Relationships with, Hedge Funds and Private Equity Funds
SEC - 12/10/2013
The OCC, Board, FDIC, and SEC have adopted a rule that would implement section 13 of the BHC Act, which was added by section 619 of the Dodd-Frank Act. Section 13 contains certain prohibitions and restrictions on the ability of a banking entity and nonbank financial company supervised by the Board to engage in proprietary trading and have certain interests in, or relationships with, a hedge fund or private equity fund.

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Financial Reporting Manual

SEC Division of Corporation Finance: Financial Reporting Manual (Updated February 2014)
SEC - 02/06/2014
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 by Keith Higgins at PLI – Thirteenth Annual Institute on Securities Regulation in Europe
SEC - 03/20/2014
Keith Higgins, Director—SEC Division of Corporation Finance, shared some observations on (1) some of the historic changes that are occurring in securities regulation, (2) the SEC's efforts to combat disclosure overload, and (3) foreign issuers.

Remarks by Michael Piwowar at AIMA Global Policy & Regulatory Forum
SEC - 03/06/2014
SEC Commissioner Michael Piwowar shared his thoughts on his approach to international financial regulatory issues that come before the Commission.

Remarks by Daniel Gallagher at the Institute of International Bankers 25th Annual Washington Conference
SEC - 03/03/2014
SEC Commissioner Daniel Gallagher shared some thoughts about regulatory capital requirements.

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Other documents

SEC staff publishes new compliance and disclosure interpretations
SEC - 01/03/2014
The SEC's Division of Corporation Finance (Corp Fin) has released updates to the following Compliance and Disclosure Interpretations (C&DIs) publications: (1) Securities Act Rules and (2) Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting.

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