October 25, 2019

SEC Proposes “Filing Fee Disclosure” Changes (& Fee Payment Method Changes)

Yesterday, the SEC issued this 168-page proposing release to modernize filing fee disclosure that companies provide – and proposed changes to the agency’s payment method process. Among other changes, the SEC proposes:

– Amend most fee-bearing forms, schedules, statements & rules to require each fee table and accompanying disclosure to include all required information for fee calculation in a structured format (this Cooley blog explains the proposed revised format)
– Add the option for fee payment via Automated Clearing House (“ACH”)
– Eliminate the option for fee payment via paper checks & money orders

I doubt many folks pay via paper check or money orders these days. But I do remember how most paid that way thirty years ago before Edgar was mandatory and registration statements were hand-delivered to the SEC’s filing desk. By the way, calculating filing fees can be hard sometimes – it took me quite a while to put together our “SEC Filing Fees Handbook” to address those complex situations…

Yes, Edgar is Still Down. What If You Need to File Your Earnings Release?

For the life of me, I can’t understand why the SEC can’t get its act together to be transparent about when Edgar is down. A year ago, I blogged about how the SEC would post notices on this page when Edgar goes down “significantly” (and when the problem is resolved). Well, a year has gone by since the SEC indicated they would do this – but there hasn’t been a single notice posted. And as a member posted in our “Q&A Forum” (#10043) yesterday, Edgar was down most of the day – preventing this company from being able to file it’s Form 8-K with an earnings release. Boo, hiss…

September-October Issue of “The Corporate Counsel”

We recently mailed the September-October issue of “The Corporate Counsel” print newsletter (try a no-risk trial). The topics include:

– Beyond the Big 3: The Skinny on Other Standing Board Committees
– Standing Committees v. Special Committees
– Do Boards Establish Additional Standing Committees?
– How Much Authority May the Board Delegate to a Standing Committee?
– Some Things to Think About When Forming a Standing Committee
– Proxy Disclosure
– the Big 3: Other Common Standing Committees
– Key Takeaways About Standing Committees

Broc Romanek