May 20, 2013

Corp Fin Issues 15 New & Revised CDIs: Spring Cleaning

Last week, Corp Fin issued a batch of 15 new and revised Compliance & Disclosure Interpretations in both the ’33 and ’34 Act contexts. Sort of a hodge podge. Here they are:

1. Section 139. Securities Act Section 5 – Revised Question 139.13
2. Section 129. Rule 144(a) – Definitions – New Question 129.03
3. Section 133. Rule 144(e) – Limitation on Amount of Securities Sold – New Question 133.07
4. Section 210. Rule 413 – Registration of Additional Securities and Additional Classes of Securities – New Question 210.03
5. Section 228. Rule 430B – Prospectus in a Registration Statement After Effective Date – New Question 228.04
6. Section 256. Rule 502 – General Conditions to be Met – New Question 256.22
7. Section 532. Rule 144(d) – Holding Period for Restricted Securities – Revised Question 532.01
8. Section 116. Form S-3 – General Instructions I.B.1 to I.B.6 – Transaction Requirements – New Question 116.24
9. Section 125. Form S-4 – New Question 125.12
10. Section 118. Item 402(b) – Executive Compensation; Compensation Discussion and Analysis – New Question 118.09
11. Section 134. Item 501 – Forepart of Registration Statement and Outside Front Cover Page of Prospectus – New Question 134.04
12. Section 146. Item 601 – Exhibits – New Question 146.17
13. Section 110. Item 2.06 Material Impairments – New Question 110.01
14. Section 106. Rule 4-10(a)(6) Definitions – Developed Oil and Gas Reserves – New Question 106.01
15. Section 119. Item 402(c) – Executive Compensation; Summary Compensation Table – Revised Question 119.03

Here’s analysis on 14 of the CDIs from this Cooley news brief, including a shout out to Jesse Brill for getting an item on his wish list fulfilled, nearly 30 years later! And Mark Borges blogs about the two Item 402 CDIs.

SEC Commissioner Gallagher Supports a Global Proxy Advisor Code of Conduct

On Friday, as noted in this Reuters article, SEC Commissioner Gallagher gave a speech that supports the European Securities and Markets Authority’s (“ESMA”) code of conduct for proxy advisors and would like it adopted globally.

House Passes Two Bills: Economic Analysis & Reg A+ Deadline

As noted in FEI’s “Financial Reporting Blog,” the House voted 235 – 161, mainly along party lines, in favor of passing H.R. 1062, the “SEC Regulatory Accountability Act,” whose stated aim is “To improve the consideration by the SEC of the costs and benefits of its regulations and orders.”

And as noted by Morrison & Foerster’s Anna Pinedo in this blog: “the House of Representatives by a vote of 416-6 approved H.R. 701, a bipartisan bill that directs the SEC to finalize rules by Oct. 31 to implement Title IV of the JOBS Act. Rep. Patrick McHenry (R-NC), who serves as Chairman of the Subcommittee on Oversight and Investigations, sponsored the legislation along with Reps. Anna Eshoo (D-CA), David Scott (D-GA), David Schweikert (R-AZ) and Scott Garrett (R-NJ). Rep. McHenry stated that, “To cultivate a stronger economy, we have to build a more vibrant marketplace for our startups and entrepreneurs, which is what this legislation is all about. It’s critical that the SEC finally start to implement the JOBS Act – a bipartisan bill that was signed into law more than a year ago. Small businesses and entrepreneurs are starving for capital, and this legislation simply sets a firm deadline for the SEC to get its job done.”

– Broc Romanek