Table of Contents: Top I. Background II. Forms A. Securities Act Registration Forms 1. Forms S-1, S-2 and S-3 Operation of the three-tier registration system Revisions in Forms as Adopted 2. Rescission of Forms S-7 and S-16 and Replacement of 3. Rescission of Obsolete Forms 4. Amendments to Other [more...]
Final Release 33-6902 1991 § I Executive summary II Background III The Multijurisdictional Disclosure System III.A Overview of the MJDS III.B Securities Act registration Offerings by substantial issuers III.B.1 Any securities Form F-10 III.B.1.a Investment grade debt and preferred [more...]
Table of Contents: Top I. Executive Summary A. Registration System Reforms 1. Contents of Prospectuses 2. Timing of Registration 3. Underwriter Guidance 4. Small Business Issuers B. Easing Restrictions on Communications 1. Issuer Communications 2. Safe Harbors for Research Reports C. [more...]
Table of Contents: I. Executive Summary and Background II. Discussion of Proposals : A. Overview of the Regulatory Schemes B. Expand Communications Permitted in Tender Offers and 1. Overview and General Considerations 2. Eliminate Restrictions on Pre-filing Communications 3. Waiting Period and Post-Effective Period [more...]
Securities and Exchange Commission Cross-Border Tender and Exchange Offers, Business Combinations and Rights Offerings Executive Summary I. Summary of Amendments A. Changes from the 1998 Proposals B. Discussion II. The Tier I Exemption A. U.S. Ownership Limitation II.A.1. [more...]
Summary SEC issued its M-A Release in 1999 Proposal release 33-7607 1998 Comment letters Final release 33-7760 1999 Proposal release 33-7607 1998 Comment letters Adopted Regulation M-A Which made sweeping changes to simplify and integrate disclosure requirements for tender offers and going-private transactions Also made changes to permit [more...]
Table of Contents: I. Overview : A. What are Asset-Backed Securities? B. Securities Act Registration C. Disclosure D. Communications during the Offering Process E. Ongoing Reporting under the Exchange Act F. Other Miscellaneous Amendments II. Background and Development of ABS and Regulatory III. Discussion of [more...]
Table of Contents I. Introduction A. Overview of Todays Proposals B. Background 1. Advances in Technology 2. Exchange Act Reporting Standards II. Well-Known Seasoned Issuers; Other Categories of Issuers A. Well-Known Seasoned Issuers B. Other Categories of Issuers III. Communications [more...]
Table of Contents I. Overview A. What are Asset-Backed Securities? B. Securities Act Registration C. Disclosure D. Communications during the Offering Process E. Ongoing Reporting under the Exchange Act F. Other Miscellaneous Amendments II. Background III. Discussion A. Securities Act Registration 1. [more...]
I. Introduction A. Overview B. Background 1. Advances in Technology 2. Exchange Act Reporting Standards II. Well-Known Seasoned Issuers; Other Categories of Issuers A. Well-Known Seasoned Issuers 1. Definition of Well-Known Seasoned Issuer [more...]
Summary Significant SEC rule proposal Adopted by SEC Release 33-8732A Federal Register version (to come - not yet published) Principal changes made Revises disclosure rules for executive compensation and related party transactions Revises disclosure rules for corporate governance Requires Plain English for proxy and information statements [more...]
Developments - Federal Register Publication Final SEC release was published in Federal Register Published on 9.08.06, after a delay Delay was because GPO insisted on SEC's reproposal of "Katie Couric" rules being put in a separate new proposal release Main release was re-designated as Release 33-8732A Had been [more...]
Katie Couric Proposal Summary SEC proposal to requires additional disclosure from highly-paid executives other than NEOs Hyperlinked Index Proposal Release 33-8735 8.29.06 Top of release Background I Discussion II Request for comment III Comment letters to SEC SEC webpage Related Topics Executive [more...]
Summary More changes made to executive compensation tables Summary compensation table Grants of plan-based awards table Director compensation table to more closely conform the reporting of stock and option awards to [FAS 123R] The new disclosure requirements will be easier for companies to prepare and for investors to understand, says SEC Chairman [more...]
Overview SEC adopts sweeping to changes to disclosure and reporting requirements for smaller companies Would apply to Securities Act and Exchange Act rules Would extend optional disclosure and reporting requirements to a larger group of smaller companies Smaller reporting companies would be defined to include companies with a public float of less [more...]
Exchange-Traded Funds Table of Contents I. Introduction II. Operation of Exchange-Traded Funds III. Exemptions Permitting Funds to Form and Operate as ETFS A. Scope of Proposed Rule 6c-11 1. Index-Based ETFs 2. Actively Managed ETFs 3. Organization as an Open-end Investment Company B. [more...]
Table of Contents I. Background A. Introduction 1. Treatment of U.S. target security holders before the adoption of the cross-border exemptions 2. Overview of the cross-border exemptions B. Summary of rule proposals and interpretive guidance II. Discussion A. Eligibility threshold determining U.S. ownership 1. Methods for [more...]
I. Introduction I. II. Executive Summary of Final Rules II. A. New Interpretation of ''Exchange'' II.A. B. Exemption for Regulated Alternative Trading Systems II.B. C. Regulation ATS II.C. D. For-Profit Exchanges II.D. E. Temporary Exemption From Rule Filing Requirements II.E. III. Rule 3b-16 Under the Exchange Act III. A. [more...]
Table of Contents I. Introduction A. Need for Modernization of the NMS B. Objectives for Future NMS C. Overview of Reproposed Rules 1. Trade-Through Rule 2. Access Rule 3. Sub-Penny Rule 4. Market Data Rules and Plans II. Trade-Through Rule A. Response to Comments and Basis for Reproposed Rule 1. Need [more...]
I. INTRODUCTION I II. BACKGROUND II. A. The Advisers Act Broker-Dealer Exception II.A. B. The Current Rulemaking II.B. 1. The 1999 Proposal II.B.1. 2. The Reproposal II.B.2. III. DISCUSSION III. A. Fee-Based Brokerage Programs III.A. 1. Historical Context III.A.1. 2. Our Conclusions III.A.2. B. [more...]
Table of Contents I. Introduction A. Summary of Rulemaking Process and Record B. NMS Principles and Objectives 1. Competition Among Markets and Competition Among Orders 2. Serving the Interests of Long-Term Investors and Listed Companies C. Overview of Adopted Rules 1. Order Protection Rule 2. Access Rule 3. Sub-Penny Rule 4. Market [more...]
Summary SEC propose rules to regulate rating agencies Rules will implement provisions of the Credit Rating Agency Reform Act of 2006 Which was enacted on 9.29.06 Credit Rating Agency Reform Act: [more...]
Oversight of Credit Rating Agencies Registered as Nationally Recognized Statistical Rating Organizations Table of Contents: I. BACKGROUND I. II. TIMING OF FINAL RULES II. III. EFFECTIVE DATE III IV. REVIEW OF COMMISSION RULES [more...]
Exchange Act Registration Exemption for Compensatory Employee Stock Options Overview SEC has proposed exemptions from Exchange Act registration requirements for compensatory employee stock options Would add new subsections (f) and (g) to Rule 12h-1 Rule 12h-1 provides exemptions from Exchange Act §12(g)registration requirements First exemption -- [more...]
Proposed Rules for Nationally Recognized Statistical Rating Organizations Table of Contents I. Background A. Introduction B. The Credit Rating Agency Reform Act of 2006 C. [more...]
Amendments to Form ADV Table of Contents I. Background II. Discussion of Form ADV, Part 2 A. Part 2A: The Firm Brochure 1. Proposed Format 2. Brochure Items 3. Delivery and Updating of Brochures B. Part 2B: The Brochure Supplement 1. Delivery and Updating 2. Format 3. Supplement Items C. Filing Requirements, Public Availability, and [more...]