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Proposed Rules
SEC Publishes Guidance Regarding Transitioning to the Securities Offering Reform Rules
Akin Gump Strauss Hauer & Feld LLP, Washington, D.C.
Summary of the SEC's September 13, 2005 answers to FAQs on compliance with new securities offering reform rules.
View: PDF
See SEC Text and Commentary for related material and Securities Offering Reform Highlights for quick index to additional legal analysis and commentary.
Also see Spotlight on Securities Offering Reform page for a complete index to related materials on Merrill's website.
Securities Act Reform: SEC Staff Issues Transitional Guidance
Weil, Gotshal & Manges LLP, New York
Highlights of SEC September 13, 2005 guidance on FAQs on compliance with new securities offering reform rules.
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See SEC Text and Commentary for related material and Securities Offering Reform Highlights for quick index to additional legal analysis and commentary.
Also see Spotlight on Securities Offering Reform page for a complete index to related materials on Merrill's website.
Securities Offering Reform: Sweeping Changes to Public Offering Process Take Effect December 1
Wilmer Cutler Pickering Hale and Dorr LLP, Washington, D.C. and Boston
Legal memo explaining key elements of the securities offering reform initiative, plus practical advice on implementation and navigating areas of uncertainty.
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See SEC Text and Commentary for related material and Securities Offering Reform Highlights for quick index to additional legal analysis and commentary.
Also see Spotlight on Securities Offering Reform page for a complete index to related materials on Merrill's website.
Securities Alert: SEC Issues Final Rules Implementing Securities Offering Reform
Akin Gump Strauss Hauer & Feld LLP, Washington, D.C.
Legal memo summarizing securities offering reform rules adopted June 29, 2005, including issuer categories, communications related to registered offerings, simplification of registration procedures, and liability reforms.
View: PDF
See SEC Text and Commentary for related material and Securities Offering Reform Highlights for quick index to additional legal analysis and commentary.
Also see Spotlight on Securities Offering Reform page for a complete index to related materials on Merrill's website.
Securities Act Reform Becomes a Reality
Weil, Gotshal & Manges LLP, New York
Legal briefing on key securities offering reforms, including streamlining the shelf offering process, liberalizing communications, eliminating physical delivery of the final prospectus, and enhanced periodic reporting obligations plus a summary of liability implications.
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See SEC Text and Commentary for related material and Securities Offering Reform Highlights for quick index to additional legal analysis and commentary.
Also see Spotlight on Securities Offering Reform page for a complete index to related materials on Merrill's website.
SEC Overhauls the Securities Offering Process in the United States
Paul, Weiss, Rifkind, Wharton & Garrison, New York
Overview of the SEC's reforms to the offering process for raising capital under the '33 Act.
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See SEC Text and Commentary for related material and Securities Offering Reform Highlights for quick index to additional legal analysis and commentary.
Also see Spotlight on Securities Offering Reform page for a complete index to related materials on Merrill's website.
SEC Issues Adopting Release for Securities Offering Reforms
Skadden, Arps, Slate, Meagher & Flom LLP, New York and Washington, D.C.
Overview of new and amended SEC securities offering reform rules and form changes including highlights of certain provisions that require changes from current practice.
View: PDF
See SEC Text and Commentary for related material and Securities Offering Reform Highlights for quick index to additional legal analysis and commentary.
Also see Spotlight on Securities Offering Reform page for a complete index to related materials on Merrill's website.
SEC Adopts Major Changes to the Registered Offering Process under the Securities Act of 1933 Gibson, Dunn & Crutcher LLP, Los Angeles
Gibson, Dunn & Crutcher LLP, Los Angeles
Overview of securities offering reform rules and information provided at the SEC's June 29, 2005 open meeting.
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See SEC Text and Commentary for related material and Securities Offering Reform Highlights for quick index to additional legal analysis and commentary.
Also see Spotlight on Securities Offering Reform page for a complete index to related materials on Merrill's website.
SEC Adopts Sweeping Public Offering Reforms
Goodwin Procter LLP, Boston
Legal memo summarizing highlights of final securities offering reform rules adopted June 29, 2005.
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See SEC Text and Commentary for related material and Securities Offering Reform Highlights for quick index to additional legal analysis and commentary.
Also see Spotlight on Securities Offering Reform page for a complete index to related materials on Merrill's website.
The High Yield Offering: An Issuer's Perspective
Mark B. Tresnowski and Gerald T. Nowak of Kirkland & Ellis LLP
Designed especially for CFOs and their advisers, expert analysis of the legal issues and events in structuring and offering high yield notes, from preparing the offering memorandum to negotiating the terms of notes to effecting the post-transaction registration of the notes.
Coverage includes––Gearing up for the offering. Managing the process. The offering memorandum. The credit parties. The covenant package. The A/B exchange. Living with the high yield indenture. The Sarbanes-Oxley Act. Rule 144A. Appendixes: Annotated high yield indenture covenants. Sample timeline. Significant provisions of Sarbanes-Oxley. Sample prospectus material, D&O questionnaire, and letter to SEC.
Paperback 166 pp. Published September 2004. $25.
View: Table of Contents
New SEC Rules Adopted June 29 to Significantly Reform Securities Registration and Public Offering Processes
New SEC rules unanimously adopted June 29, 2005 address three areas of securities offering reform: communications related to registered securities offerings, timely delivery of information to investors without mandating unnecessary delays in the offering process, and improving the registration and other procedures in the offering and capital formation process.
The rules should be issued in final form by the SEC in early July and are expected to be effective 120 days following publication in the Federal Register.
Most of the provisions of the proposed rules issued for comment November 3, 2004 were adopted, with some modifications in response to the comment letters received. For example, according to Division of Corporate Finance Director Alan L. Beller, the Commission clarified the definition of “Well-Known Seasoned Issuer” in the final rules and also attempted to clarify when liability would be assessed to issuers and underwriters. Also addressed was a concern in the comment letters that electronic roadshows might be discouraged if graphic presentations had to be filed. Beller said the Commission was persuaded by the argument that the type of communication should not control and approved final rules defining live, real time roadshows that may have graphics or remote locations as “oral” presentations rather than graphic communications. Other significant comments were apparently not incorporated into the final rules.
View: Final Rules | SEC Announcement | Legal Analysis
Related Material: SEC Chairman Opening Statement | SEC Senior Special Counsel Opening Statement | Proposed Rules | Legal Analysis (Proposed Rules)
Proposed Rule: Universal Availability of Proxy Materials
Amendments to the proxy rules under the '34 Act that would require issuers and other soliciting persons to furnish proxy materials to shareholders by posting them on an Internet Website and providing shareholders with notice of their availability. A separate concurrent final rule allows issuers and other soliciting persons to voluntarily furnish proxy materials to shareholders in this manner.
Comments due: March 30, 2007
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Related Material: Final Rule | Legal Analysis | Press Release
Interim Final Rules: Executive Compensation Disclosure
Interim final rules amending Item 402 of Regulations S-K and S-B revise the disclosure requirements for executive and director compensation. These amendments may be revised in response to comments received by January 29, 2007.
Effective Date: December 29, 2006
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Related Material: Final Rules PDF | Legal Analysis
Proposed Rules: Executive Compensation and Related Party Disclosure
Proposed rules would amend disclosure requirements for executive and director compensation, related party transactions, director independence and other corporate governance matters and security ownership of officers and directors. The amendments would apply to disclosure in proxy and information statements, periodic reports and other filings under the '34 Act and to registration statements under the '34 and '33 Acts. Most of this disclosure would have to be provided in plain English.
Comment due date: April 10, 2006
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Related materials: Legal Analysis | News Release | Chairman's Opening Statement | Commissioner's Open Meeting Statement
Proposed Rules: Internet Availability of Proxy Materials
Proposed amendments to the proxy rules under the '34 Act would allow issuers and other persons to use the Internet to satisfy proxy material delivery material requirements. The proposals would not affect the availability of any existing method of furnishing proxy materials.
Comment due date: February 13, 2006View: PDF
Proposed Rules: Amendments to the Tender Offer Best-Price Rule
Proposed revisions are intended to ensure that all shareholders who tender their securities in an offer are paid the same consideration and allow bidders and target companies to proceed with a tender offer with greater certainty as to the manner in which the best-price rule will be applied to employment and severance arrangements. The proposals include revising the issuer and third-party best-price rules to clarify that the best-price rule applies only with respect to the consideration paid for securities tendered in an issuer or third-party tender offer; exempting certain compensation, severance, or employee benefit arrangements from the tender offer best-price rule; and providing a safe harbor for the exemption from the tender offer best-price rule for certain compensation, severance, or employee benefit arrangements.
Comment due date: February 21, 2006View: PDF
Press Release: SEC Votes to Propose Rule to Provide Investors with Internet Availability of Proxy Materials
At its November 29, 2005 meeting the SEC voted to propose rules to allow the use of the Internet to satisfy proxy material delivery requirements. Under the proposals to be circulated for public comment, companies could satisfy their obligations to furnish proxy materials through a "notice and access" model; persons other than the company soliciting proxies would be able to use the same model, with appropriate changes in the information returned.
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Proposed Rules: Revisions to Accelerated Filer Definition and Accelerated Deadlines for Filing Periodic Reports
Proposals include modifying the deadlines for annual 10-K reports so that only the "largest accelerated filers" are subject to the transition schedule requiring filing within 60 days after fiscal year end and revising the definition of "accelerated filer" whereby certain large accelerated filers to exit large accelerated filer status.
Comment due date: October 31, 2005
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Related Material: Legal Analysis
Practitioner Analysis and Commentary
SEC Enforcement––What Chief Legal Officers of Reporting Companies
Should Be Focused On
Paul, Weiss, Rifkind, Wharton & Garrison, New York
Analysis of the main issues of concern to CLOs of US reporting companies potentially affected by the SEC’s more active enforcement agenda, including company “sweeps” as part of a review of an entire industry’s practices and extension of company investigations to include outside auditors, employees, and third parties doing business with a possible subject of investigation.
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Preparing for the Form 8-K Accelerated and Expanded Reporting Requirements
Ettore A. Santucci, P.C., Joseph L. Johnson III, James A. Matarese,
Scott F. Duggan and John O. Newell, Goodwin Procter LLP, Boston
Legal analysis of new SEC rules effective August 23, 2004 that will accelerate the deadline for filing Form 8-K reports to four business days after a reportable event occurs; and expand the events that companies must report on Form 8-K.
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Related material: SEC Release HTML | PDF | Proposed rule and comments
SEC Staff to Publicly Release Comment Letters and Responses
Paul, Weiss, Rifkind, Wharton & Garrison, New York
Legal analysis of the SEC's announcement of its plans to publish certain staff comment letters relating to disclosure filings and responses filed by registrants on the SEC website to give public access outside the Freedom of Information Act process.
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Related Materials: SEC Press Release
The Disclosure Regime under Sarbanes-Oxley and Other SEC Initiatives:
At-a-Glance (Updated)
Paul, Weiss, Rifkind, Wharton & Garrison, New York
Guide for U.S. reporting companies to assist with complying with the sweeping changes in disclosure regime applicable to issuers and their insiders brought about by Sarbanes-Oxley and other recent SEC initiatives.
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Update for Form 20-F Filers
Paul, Weiss, Rifkind, Wharton & Garrison, New York
Summary of new disclosure requirements for Form 20-F filers for fiscal years ended on or after December 31, 2003, including SEC guidance on MD&A, off balance sheet arrangements, disclosure controls and procedures, audit committee financial expert, code of ethics, and principal accountant fees and services. Also addresses disclosure requirements to take effect later in 2004 and through 2005.
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Proposed Rules: Regulation NMS
Re-proposed rules under Regulation NMS for redesignating the national market system rules previously adopted under Section 11A of the ’34 Act and new substantive rules designed to modernize and strengthen the regulatory structure of the U.S. equity markets. The proposals include “Trade-Through,” "Access,” "Sub-Penny,” and "Market Data” rules plus amendments to joint industry plans for disseminating market information that would modify the formulas for allocating plan revenues ("Allocation Amendment") and broaden participation in plan governance ("Governance Amendment").
Comment due date: 30 days after publication in the Federal Register
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Related Material: Previous proposed rules | Extension of comment period
Proposed Rules: Amendments to Regulation M: Anti-manipulation Rules Concerning Securities Offerings
Proposed amendments to Regulation M under the ’34 Act include prohibition of certain activities by underwriters and other distribution participants, enhanced transparency of syndicate covering bids, and updating definitional and operational provisions to reflect market developments since adoption of Regulation M. Proposals also include corresponding changes to ’33 Act disclosure rules and ’34 Act recordkeeping rules.
Comment due date: February 15, 2005
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Related Material: Legal Analysis
Proposed Rules: Securities Offering Reform
New and revised rules proposed to modify the registration, communications, and offering processes under the ’33 Act to eliminate unnecessary and outmoded restrictions on offerings, provide more timely investment information to investors, and continue SEC efforts to integrate disclosure and processes under the ’33 and ’34 Acts.
The SEC has characterized the proposals as “constructive, incremental changes” to the regulatory structure and offering process, not “a far-reaching new system.” The proposals are intended to (1) facilitate greater availability of information to investors and the market with regard to all issuers, (2) eliminate barriers to open communications that have become outmoded by technological advances, (3) reflect the increased importance of Internet and other electronic dissemination of information, (4) make the capital formation process more efficient, and (5) more clearly define the content and timeliness of information against which a seller’s statements are evaluated for liability purposes.
Comment due date: January 31, 2005
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Related Materail: Legal Analysis | Press Release
Proposed Rule: XBRL Voluntary Financial Reporting Program on The Edgar System
Proposed amendments to enable registrants to submit voluntarily supplemental tagged financial information using the eXtensible Business Reporting Language (XBRL) format as exhibits to specified EDGAR filings under the Securities Exchange Act of 1934 and the Investment Company Act of 1940.
Comment due date: November 1, 2004
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Related Materail: SEC concept release
SEC Proposes Amendments to Regulation M
Paul, Weiss, Rifkind, Wharton & Garrison, New York
Legal analysis of proposed amendments to Regulation M under the ’34 Act, including revisions to the definition of the “restricted period” with respect to IPOs; applications in the context of mergers, acquisitions, and exchange offers; amending the de minimus exception; and updating the ADTV and public float value qualifying thresholds. Other topics covered by the proposals include syndicate bids, penalty bids, Rule 144A exceptions, and new Rule 106 to prohibit conditioning the award of allocations of offered securities on the receipt of consideration in addition to the stated offering consideration.
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Related Materials: Proposed Rule
SEC Proposes to Overhaul Various Aspects of the Securities
Offering Process in the United States
Paul, Weiss, Rifkind, Wharton & Garrison, New York
Legal analysis of proposed major modifications to the offering process for raising capital under the Securities Act of 1933, including communications related to registered offerings of securities, delivery of information to investors and registration and other procedures in the offering and capital formation process. The proposals attempt to modernize the offering process, refocus the registration process on the disclosure regime under the Securities Exchange Act of 1934, and further integrate the Securities Act and the Exchange Act.
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Related Materials: Proposed Rules | SEC Press Release
SEC Concept Release: Enhancing Commission Filings through the Use of Tagged Data
Concept release seeking comment on the use of tagged data in certain Securities Exchange Act and Investment Company Act filings to determine the impact and usefulness of tagged data generally and specifically the adequacy and efficacy of eXtensible Business Reporting Language (XBRL) as a format for reporting financial information to improve the filing, information collection and disclosure process
Comment due date: November 15, 2004
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Related material: Proposed rule
NYSE Provides Guidance on Its Corporate Governance Rules
Paul, Weiss, Rifkind, Wharton & Garrison, New York
Update on NYSE further guidance on new corporate governance rules applicable to companies listing common equity securities on the NYSE.
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Frequently Asked Questions by Non-U.S. Issuers on the Changing
Regulatory Landscape in the United States
Paul, Weiss, Rifkind, Wharton & Garrison, New York
Updated commentary on the scope and impact of accounting and corporate governance reform mandated by the Sarbanes-Oxley Act of 2002, especially with respect to non-U.S. issuers.
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SEC Issues Further Guidance on MD&A
Paul, Weiss, Rifkind, Wharton & Garrison, New York
Summary and explanation of SEC guidance on MD&A disclosures provided by domestic SEC registrants as well as Item 5 of Form 20-F for foreign private issuers. Coverage includes overall presentation, focus and content, liquidity and capital resources, and critical accounting estimates. Also includes examples of possible disclosures based on SEC staff statements since issuance of the guidance in December 2003.
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Related Material: SEC Release
Frequently Asked Questions Regarding SEC Rules on Auditor Independence
Paul, Weiss, Rifkind, Wharton & Garrison, New York
Legal memo explaining selected aspects of the SEC release answering FAQs on January 2003 rules on auditor audit committee pre-approval, communications, fee disclosures, and "cooling off" period.
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Related Material: SEC Release
SEC Adopts New Requirements to Strengthen Independence of Audit
Committees
Paul, Weiss, Rifkind, Wharton & Garrison, New York
Legal analysis of new Rule 10A-3 under the '34 Act prohibiting the listing of any security of an issuer not complying with the requirements set out in section 301 of the Sarbanes-Oxley Act of 2002 concerning company audit committees. Also expands existing disclosure requirements regarding audit committees and requires additional disclosures in annual reports and proxy statements.
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Related Material: SEC Release
New Rules on Disclosure of Off-Balance Sheet Arrangements and Contractual
Obligations
Paul, Weiss, Rifkind, Wharton & Garrison, New York
Legal memo explaining effect of new rules requiring disclosure by U.S. and non-U.S. companies of off-balance sheet transactions, arrangements, obligations, and other relationships and of aggregate contractual obligations.
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Related Material: SEC Release
SEC Adopts Rules Regarding Use of Non-GAAP Financial Measures and
Requiring Filing of Earnings Releases
Paul, Weiss, Rifkind, Wharton & Garrison, New York
In-depth analysis of new Regulation G under the Securities Exchange Act of 1934 and amendments to Regulation S-K and Form 20-F governing ways in which all SEC reporting companies disclose or otherwise release non-GAAP financial measures. Also discussed are amendments to Form 8-K requiring that certain earnings releases or similar announcements by domestic U.S. reporting companies be furnished to the SEC.
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Related Material: SEC Release
SEC Adopts Rules for Disclosure Regarding Codes of Ethics and Audit
Committee Financial Experts
Paul, Weiss, Rifkind, Wharton & Garrison, New York
Legal memo explaining rules implementing Sections 406 and 407 of the Sarbanes-Oxley Act of 2002 requiring U.S. and non-U.S. reporting companies to make certain disclosures concerning adoption of a code of ethics for their principal executive and senior financial officers and the presence of at least one "audit committee financial expert" on their audit committees.
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Related Material: SEC Release
U.S. Congress Passes Accounting Reform and Corporate Governance
Legislation
Paul, Weiss, Rifkind, Wharton & Garrison, New York
Overview of the changes to result from enactment of the Sarbanes-Oxley Act of 2002, which amends U.S. securities laws in significant ways and establishes a new regulatory regime for accounting firms that audit public companies.
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SEC Rules Requiring Non-U.S. Issuers to File Electronically
Paul, Weiss, Rifkind, Wharton & Garrison, New York
Legal analysis of new SEC requirement for all non-US issuers with SEC filing obligations to make their filings via the SEC's electronic filing system, the Electronic Data Gathering, Analysis and Retrieval (EDGAR) system.
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Related Material: SEC Release
Use of Electronic Media
Michael R. Littenberg, Schulte Roth & Zabel LLP, New York
Legal analysis of the SEC's guidance on the use of electronic media in three areas: electronic document delivery, liability for web site content, and on-line offerings.
Effective date May 4, 2000.
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Related Material: SEC Release
SEC Text and Commentary
Final Rule: Internet Availability of Proxy Materials
Amendments to proxy rules under the '34 Act to allow Website posting of proxy materials and shareholder notice of proxy material availability. Related proposed rule would require issuers and other soliciting persons to furnish proxy materials to shareholders by posting them on an Internet Website and providing shareholders with notice of availability of the proxy materials.
Effective date: March 30, 2007
Compliance date: Persons may not send a Notice of Internet Availability of Proxy Materials to shareholders prior to July 1, 2007
Comment due date: March 30, 2007
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Related Material: Proposed Rule | Legal Analysis | Press Release
Final Rule: Regulation NMS Compliance Extension
The SEC has extended for a limited time three of the future compliance dates for Rule 610 and Rule 611 of Regulation NMS under the ’34 Act. The effective date for Rules 610 and 611 remains August 29, 2005. Three extended compliance dates for different functional stages of compliance with Rules 610 and 611 are set forth in section I of the SEC’s January 24m 2007 release (Release No. 34-55160), beginning with the “Trading Phase Date,” which has been extended from February 5, 2007 to March 5, 2007.
Effective date: Date of publication in the Federal Register
Compliance date: Various extended compliance dates set forth in Section I of Release No. 34-55160
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Related Material: Press Release | Final Rule | Proposed Rule | Legal Analysis
See also Final Rule: Regulation NMS below for links to additional related material.
Final Rule: Executive Compensation and Related Person Disclosure (with conforming amendments)
Amended disclosure requirements for executive and director compensation and other corporate governance matters and security ownership of officers and directors, applicable to proxy and information statements, periodic reports, current reports, and other filings under the '34 Act and to registration statements under the '33 and '34 Acts. Also included are plain English requirements on the amended disclosures and a request for additional comments on proposed compensation disclosure for additional highly compensated employees. Interim final rules adopted December 22, 2006 amend Item 402 of Regulations S-K and S-B to revise the disclosure requirements for executive and director compensation. These amendments may be revised in response to comments received by January 29, 2007.
Effective date: Final rules November 7, 2006; interim final rules (revising Item 402 of Regulation S-K and S-B) effective December 29, 2006.
Compliance dates: Various specific dates for compliance are summarized on on page 53158 of the September 8, 2006 Federal Register.
View: Final Rules PDF | Interim Final Rules PDF | Legal Analysis
Final Rule: Internal Control over Financial Reporting in Exchange Act Periodic Reports of Foreign Private Issuers That Are Accelerated Filers
Extension of compliance date for foreign private issuers that are accelerated filers, but not large accelerated filers, for amendments to Forms 20-F and 40-F concerning management's assessment on internal control over financial reporting.
Effective date: September 14, 2006; except Temporary §210.2-02T, Temporary Item 15T of Form 20-F, and Temporary Instruction 2T of General Instruction B(6) of Form 40-F are effective from September 14, 2006 to December 31, 2007.
Compliance dates: Various specific dates for compliance are summarized on pages 1 and 2 of the release.
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Related Material: Press Release | Concept Release
Final Rule: Securities Offering Reform
Full text and commentary on new and amended rules to modify and significantly advance the registration, communications, and offering processes under the ’33 Act. Goals of the reform include eliminating unnecessary restrictions on offerings, providing more timely information to investors, and continuing the integration of disclosure and processes under the ’33 and ’34 Acts.
Effective date: December 1, 2005
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Related Material: SEC Transitional Guidance (FAQs answered 9/13/05)
Legal Analysis: Go to Securities Offering Reform Highlights for quick index to legal analysis and commentary.
Background Material: SEC Announcement | SEC Chairman Opening Statement | SEC Senior Special Counsel Opening Statement | Summary of June 29, 2005 Open Meeting | Proposed Rules
Also see Spotlight on Securities Offering Reform page for a complete index to related materials on Merrill's website.
Securities Offering Reform Transition Questions and Answers
Division of Corporation Finance staff views on questions regarding issuers' transition to compliance with the new rules and forms adopted by the Securities and Exchange Commission in the Securities Offering Reform rulemaking.
Effective date: December 1, 2005
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Related Material: Final Rules
Legal Analysis: Go to Securities Offering Reform Highlights for quick index to legal analysis and commentary.
Final rules under Regulation NMS for redesignating the national market system rules previously adopted under Section 11A of the '34 Act and new substantive rules designed to modernize and strengthen the regulatory structure of the U.S. equity markets. Highlights include the "Order Protection Rule," the "Access Rule," the "Sub-Penny Rule," and amendments to the "Market Data Rules" plus amendments to joint industry plans for disseminating market information that would modify the formulas for allocating plan revenues ("Allocation Amendment") and broaden participation in plan governance ("Governance Amendment").
Effective date: August 29, 2005 except for “penny stock rules,” the effective date of which is September 12, 2005
Compliance dates: Specific phase-in dates for compliance with the final rules and amendments are listed in section VII of the SEC release. Extended dates for different functional stages of compliance with Rule 610 and 611 are set forth in Section I of the SEC’s January 24, 2007 release (No. 34-55160).
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Related Material: Extended compliance dates 1/24/07 (Rules 610 and 611) | Press Release | Technical amendments 8/3/05 (penny stock rules) | Proposed rules 12/16/04 | Proposed rules 2/26/04 | Extension of comment period | Additional SEC commentary
Concept Release: Concept Release Concerning Management's Reports on Internal Control Over Financial Reporting
Concept Release concerning Sarbanes-Oxley Section 404 implementation issued as a prelude to forthcoming guidance for management in assessing a company's internal controls for financial reporting. In its press release July 11, 2006, the SEC anticipates that the guidance will cover at least these areas:
- Identifying risks to financial statement account and disclosure accuracy and the related internal controls that address the risks, including how management might use company-level controls to address the risks
- Objectives of the evaluation procedures and methods or approaches available to management to gather evidence to support its assessment " Factors management should consider to determine the nature, timing, and extent of its evaluation procedures
- Documentation requirements, including overall objectives of the documentation and factors that might influence documentation requirements
The Concept Release seeks feedback on each of these topics and on whether guidance should be provided in other areas as well.
Comment due date: 60 days after publication in the Federal Register
View: Concept Release
Related materials: Press Release
SEC Concept Release: Enhancing Commission Filings through the Use of Tagged Data
Concept release seeking comment on the use of tagged data in certain Securities Exchange Act and Investment Company Act filings to determine the impact and usefulness of tagged data generally and specifically the adequacy and efficacy of eXtensible Business Reporting Language (XBRL) as a format for reporting financial information to improve the filing, information collection and disclosure process
Comment due date: November 15, 2004
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Related material: Proposed Rule
Division of Corporation Finance: Current Report on Form 8-K Frequently Asked Questions
Answers to questions regarding the implementation and interpretation of new Form 8-K items, representing the views of the staff of the Division of Corporation Finance. These answers are not rules, regulations or statements of the Securities and Exchange Commission, and the Commission has neither approved nor disapproved them.
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Related material: Final Rule | Legal Analysis | Updated Legal Analysis
Final Rule: Additional Form 8-K Disclosure Requirements and Acceleration of Filing Date
New rules expanding the number of events reportable on Form 8-K under '34 Act. Amendments include adding eight new items to the form, transferring two items from the periodic reports, expanding disclosures under two existing Form 8-K items, reorganizing the Form 8-K items into topical categories, shortening the Form 8-K filing deadline for most items to four business days after the occurrence of an event triggering the disclosure requirements of the form, and adopting a limited safe harbor from liability for failure to file certain of the required Form 8-K reports. These amendments are responsive to the "real time issuer disclosure" mandate in Section 409 of the Sarbanes-Oxley Act of 2002.
Effective Date: August 23, 2004
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Related material: Legal Analysis | Proposed Rule and Comments | Updated Legal Analysis
Final Rule: Management’s Report on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports
Extension of compliance dates for certain amendments to Rules 13a-15 and 15d-15 under the ’34 Act, Items 308(a) and (b) of Regulations S-K and S-B and the corresponding provisions in Forms 20-F and 40-F. Also extended are compliance dates for amendments to certain representations to be included in certifications required by Exchange Act Rules 13a-14 and 15d-14.
Effective Date: Remains August 14, 2003
Compliance Dates: Various extensions (see release). For example, accelerated filers must begin to comply with the management report on internal control over financial reporting requirement and the related registered public accounting firm report requirement in Items 308(a) and (b) or Regulations S-K and S-B for their first fiscal year ending on or after November 15, 2004. Non-accelerated filers must begin to comply with their requirements for their first fiscal year ending on or after July 15, 2005.
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Related Material: Final Rules, Rel. Nos. 33-8238, 33-8177A, 34-47262, 33-8177, Proposed Rule, Rel. No. 33-8138 and comments
Final Rule: Adoption of Updated EDGAR Filer Manual
Revisions to reflect updates to the EDGAR system including technical revisions and changes to support amended rules and forms related to registration, disclosure, and reporting requirements for asset-backed securities under the '33 and '34 Acts.
Effective date: June 6, 2005
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Final Rule: XBRL Voluntary Financial Reporting Program on the EDGAR System
Rule amendments to enable registrants to submit voluntary supplemental tagged financial information using the eXtensible Business Reporting Language (XBRL) format as exhibits to specified EDGAR filings. Participants in the program will also continue to file their financial information in HTML or ASCII format as currently required. To participate, volunteers need to submit their XBRL formatted information in accordance with the amendments.
Effective date: March 16, 2005
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Related Material: Proposed Rule | Comments | Concept Release
Final Rule: Adoption of Updated EDGAR Filer Manual
Revisions to the EDGAR Filer Manual primarily to support the voluntary submission of eXtensible Business Reporting Language (XBRL) documents to assess the usefulness of data tagging in general and XBRL in particular.
Effective date: February 7, 2005
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Related Material: Final Rule
Final Rule: Temporary Postponement of the Final Phase-in Period for Acceleration of Periodic Report Filing Dates
Amendments Regulation S-X, Forms 10-Q and 10-K, and Rules 13a-10 and 15d-10 under the ’34 Act to postpone for one year the final phase in period of the due dates of quarterly and annual reports required of certain “accelerated filers” not eligible to file on Forms 10-QSB and 10-KSB.
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Related Material: Proposed Rules | Comments
SEC Press Release: SEC Proposes Securities Offering Reform, Requires Registration of Hedge Fund Investment Advisers
SEC summary of forthcoming proposed changes to the registration, communications, and offering processes under the ’33 Act, including communications related to registered securities offerings, delivery of information to investors, and registration and other procedures in the offering and capital formation process. Comments on these proposals are due or before January 31, 2005.
Also included in this press release is a summary of a new rule and rule amendments requiring hedge fund advisers to register with the Commission under the Investment Advisers Act of 1940 by February 1, 2006.
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Related Material: Legal Analysis | Proposed rules
SEC Press Release: SEC Proposes IPO Allocation Reforms
Announcement of proposed amendments to Regulation M prohibiting certain market activities, particularly with respect to the allocation of IPOs.
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Final Rule: Additional Form 8-K Disclosure Requirements and Acceleration of Filing Date
New rules expanding the number of events reportable on Form 8-K under '34 Act. Amendments include adding eight new items to the form, transferring two items from the periodic reports, expanding disclosures under two existing Form 8-K items, reorganizing the Form 8-K items into topical categories, shortening the Form 8-K filing deadline for most items to four business days after the occurrence of an event triggering the disclosure requirements of the form, and adopting a limited safe harbor from liability for failure to file certain of the required Form 8-K reports. These amendments are responsive to the "real time issuer disclosure" mandate in Section 409 of the Sarbanes-Oxley Act of 2002.
Effective Date: August 23, 2004
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Related material: Legal Analysis | Proposed Rule and Comments | Updated Legal Analysis
Final Rule: Covered Securities Pursuant to Section 18 of the Securities Act of 1933
Amendment to Section 18 of '33 Act to designate options listed on the International Securities Exchange, Inc. ("ISE") as covered securities, exempt from state law registration requirements.
Effective Date: 30 days from publication in the Federal Register
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News Release: SEC Staff to Publicly Release Comment Letters and Responses
The SEC has announced that beginning August 1, 2004 it will publish on its website staff comment letters issued relating to disclosure filings selected for review by the Division of Corporation Finance or the Division of Investment Management. Registrants' written responses to staff comment letters, excluding portions for which confidential treatment is requested, will also be published. Public access to the subject correspondence will no longer require a Freedom of Information Act request.
The purpose of the new process is to expand the transparency of the comment process and make this information available to a broader audience, free of charge, the SEC said in its June 24, 2004 press release. The Commission also has asked for comments and suggestions on how to make the process work efficiently; there was no deadline set for submitting those comments.
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Final Rule: Management’s Report on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports
Extension of compliance dates for certain amendments to Rules 13a-15 and 15d-15 under the ’34 Act, Items 308(a) and (b) of Regulations S-K and S-B and the corresponding provisions in Forms 20-F and 40-F. Also extended are compliance dates for amendments to certain representations to be included in certifications required by Exchange Act Rules 13a-14 and 15d-14.
Effective Date: Remains August 14, 2003
Compliance Dates: Various extensions (see release). For example, accelerated filers must begin to comply with the management report on internal control over financial reporting requirement and the related registered public accounting firm report requirement in Items 308(a) and (b) or Regulations S-K and S-B for their first fiscal year ending on or after November 15, 2004. Non-accelerated filers must begin to comply with their requirements for their first fiscal year ending on or after July 15, 2005.
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Related Material: Final Rules, Rel. Nos. 33-8238, 33-8177A, 34-47262, 33-8177, Proposed Rule, Rel. No. 33-8138 and comments
Interpretation: SEC Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations
Interprets requirements regarding MD&A disclosure and provides guidance to assist companies in preparing MD&A disclosure that is easier to follow and understand and providing information that more completely satisfies the SEC’s principal objectives of MD&A.
Effective Date: December 29, 2003
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Interpretation: SEC Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations
Interprets requirements regarding MD&A disclosure and provides guidance to assist companies in preparing MD&A disclosure that is easier to follow and understand and providing information that more completely satisfies the SEC’s principal objectives of MD&A.
Effective Date: December 29, 2003
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Office of the Chief Accountant: Application of the January 2003 Rules on Auditor Independence Frequently Asked Questions
Responses to 35 frequently asked questions on the SEC's January 28, 2003 final rules on auditor independence. Responses cover such issues as: partner rotation-transition questions, audit partner and partner rotation-other matters, nonaudit services, audit committee pre-approval, audit committee communications, fee disclosures, "cooling off" period, and broker-dealer and investment advisers.
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Final Rule: Standards Relating to Listed Company Audit Committees
New Rule 10A-3 under the '34 Act prohibiting the listing of any security of an issuer not complying with the requirements set out in section 301 of the Sarbanes-Oxley Act of 2002 concerning company audit committees. Also expands existing disclosure requirements regarding audit committees and requires additional disclosures in annual reports and proxy statements.
Effective date: April 25, 2003
Compliance dates: Listed issuers, other than foreign private issuers and small business issuers, must be in compliance by the earlier of (1) their first annual shareholders meeting after January 15, 2004, or (2) October 31, 2004. See full text for dates for foreign and small business issuer and national securities exchange and association compliance.
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Final Rule: Disclosure in Management's Discussion and Analysis about Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
Rule amendments requiring registrants to explain off-balance sheet arrangements in a separately captioned subsection of the MD&A ("Management Discussion and Analysis") section of disclosure documents and also, except for small business issuers, to supply an overview of certain know contractual obligations in tabular format.
Effective date: April 7, 2003
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Final Rule: Conditions for Use of Non-GAAP Financial Measures
Significant new rules and amendments concerning disclosure or release by public companies of certain financial information based on methods other than in accordance with generally accepted accounting principles (GAAP), including:
• New Regulation G governing disclosure or release of non-GAAP financial measures • Amendments to Regulations S-K and S-B to provide additional guidance to companies that include non-GAAP financial measures in SEC filings and corresponding amendments to Form 20-F • Amendments to Form 8-K that require registrants to furnish to the SEC earnings releases or similar announcements
Effective date: March 28, 2003
Compliance dates: Regulation G applies to all subject disclosures as of March 28, 2003. New Form 8-K requirements apply to earnings releases and similar announcements made after March 28, 2003. Amendments to Regulation S-K, S-B, and Form 20-F apply to any annual or quarterly report files with respect to a fiscal period ending after March 28, 2003.
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Final Rule: Disclosure Required by Sections 406 and 407 of the Sarbanes-Oxley Act of 2002
Text and commentary on new rules and amendments to Forms 8-K, 10-K, 10-KSB, 20-F, and 40-F, Regulation S-B, and Regulation S-K requiring certain disclosures in annual reports filed pursuant to the 34 Act by companies other than registered investment companies. These rules implement the disclosure requirements in Sections 406 and 407 of the Sarbanes-Oxley Act of 2002 and require disclosures pertaining to the reporting company's: (1) code of ethics, and (2) audit committee financial experts.
Effective date: March 3, 2003
Compliance dates: Disclosures called for by the new rules will be required in annual reports for fiscal years ending after July 15, 2003. Small business issuers must comply with the audit committee financial disclosure requirements in their annual reports for fiscal years ending on or after December 15, 2003.
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Compliance dates: June 15, 2003 for off-balance sheet arrangement disclosures for registration statements, annual reports, and proxy or information statements that are required to include financial statements for fiscal years ending on or after June 15, 2003. Except for small business issuers, table of contractual obligations must be included for fiscal years ending on or after December 15, 2003.
Mandated EDGAR Filing for Foreign Issuers
Amendments to EDGAR rules requiring foreign private issuers and foreign governments to file electronically most of their securities documents, including registration statements under the Securities Act of 1933 and registration statements, reports and other documents under the Securities Exchange Act of 1934. Amendments also eliminate the current requirement for first-time EDGAR filers, domestic or foreign, to submit a paper copy of its electronic filing to the Commission and permit a national securities exchange to file voluntarily on EDGAR a Form 25, which reports the delisting of a class of a company's securities.
Effective date May 24, 2002 for §232.101(d), §232.101(b)(10), and §232.101(c)(9). November 4, 2002 for other provisions.
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Disclosure of Equity Compensation Plan Information
Full text and SEC commentary on new disclosure requirements applicable to annual reports filed on Forms 10-K and 10-KSB and to proxy and information statements.
These amendments to Regulation S-B, Regulation S-K, Form 10-K, Form 10-KSB and Schedule 14A under the Securities Exchange Act of 1934 concern disclosure of the number of outstanding options, warrants and rights granted by registrants to participants in equity compensation plans, as well as the number of securities remaining available for future issuance under these plans. They require registrants to provide this information separately for equity compensation plans that have not been approved by their security holders, and to file copies of these plans with the SEC unless immaterial in amount of significance. Schedule 14C under the Exchange Act also is affected by the amendments.
Effective date February 1, 2002.
Compliance dates: Registrants must comply with the new disclosure requirements for their annual reports on Forms 10-K or 10-KSB to be filed for fiscal years ending on or after March 15, 2002 and for proxy and information statements for meetings of, or action by, security holders occurring on or after June 15, 2002.
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Options Disclosure Document
Revisions to Rule 135b under the '33 Act clarifying that an options disclosure document prepared in accordance with SEC rules under the Securities Exchange Act of 1934 is not a prospectus and not subject to civil liability under Section 12(a)(2) of the Securities Act.
Effective date February 1, 2002.
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SEC Interpretation: Scope of Section 28(e) of the '34 Act
Interpretive guidance on the application of Section 28(e) of the Securities Exchange Act of 1934 clarifying that the term "commission" for purposes of the 28(e) safe harbor encompasses, among other things, certain transaction costs, even if not denominated a "commission."
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SEC Interpretation: Application of the Electronic Signatures in Global and National Commerce Act to Record Retention Requirements
SEC interpretive guidance on the obligations of issuers to maintain certain records under the '33 Act, the '34 Act, and Regulation S-T in light of the Electronic Signatures in Global and National Commerce Act ("E-SIGN").
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SEC Interpretive Release: Use of Electronic Media
Full text of SEC interpretive guidance on the use of electronic media by issuers of all types, including operating companies, investment companies and municipal securities issuers, and market intermediaries.
Effective date May 4, 2000.
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Final Rule: Adoption of Updated EDGAR Filer Manual
Revisions to the EDGAR Filer Manual reflecting EDGAR system updates to improve functionality of the SEC's Online Form website and support extended EDGAR filing and dissemination of certain forms on a trial basis to assess its usefulness to filers.
Effective date: July 31, 2003Supplementary information: In FR Document No. 03-19087 beginning on page 44876 for Thursday, July 31, 2003, the IC Release number was incorrectly stated. The correct number is IC-26103. See Release 33-8255A.
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Final Rule: Improper Influence on Conduct of Audits
New rules directed by section 303 of the Sarbanes-Oxley Act of 2002 prohibiting officers and directors of an issuer, and persons acting under the direction of an officer or director, from taking any action to coerce, manipulate, mislead, or fraudulently influence the auditor of the issuer's financial statements if that person knew or should have known that such action, if successful, could result in rendering the financial statements materially misleading.
Effective date: 30 days after publication in Federal Register
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Final Rule: Standards Relating to Listed Company Audit Committees
New Rule 10A-3 under the '34 Act prohibiting the listing of any security of an issuer not complying with the requirements set out in section 301 of the Sarbanes-Oxley Act of 2002 concerning company audit committees. Also expands existing disclosure requirements regarding audit committees and requires additional disclosures in annual reports and proxy statements.
Effective date: April 25, 2003
Compliance dates: Listed issuers, other than foreign private issuers and small business issuers, must be in compliance by the earlier of (1) their first annual shareholders meeting after January 15, 2004, or (2) October 31, 2004. See full text for dates for foreign and small business issuer and national securities exchange and association compliance.
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Final Rule: Acceleration of Periodic Report filing Dates and Disclosure Concerning Website Access to Reports; Correction
Corrections to rules related to the acceleration of the filing of quarterly and annual reports under the '34 Act by certain accelerated filers.
Effective date: April 14, 2003
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Final Rule: Disclosure in Management's Discussion and Analysis about Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
Rule amendments requiring registrants to explain off-balance sheet arrangements in a separately captioned subsection of the MD&A ("Management Discussion and Analysis") section of disclosure documents and also, except for small business issuers, to supply an overview of certain know contractual obligations in tabular format.
Effective date: April 7, 2003
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Final Rule: Conditions for Use of Non-GAAP Financial Measures
Significant new rules and amendments concerning disclosure or release by public companies of certain financial information based on methods other than in accordance with generally accepted accounting principles (GAAP), including:
• New Regulation G governing disclosure or release of non-GAAP financial measures • Amendments to Regulations S-K and S-B to provide additional guidance to companies that include non-GAAP financial measures in SEC filings and corresponding amendments to Form 20-F • Amendments to Form 8-K that require registrants to furnish to the SEC earnings releases or similar announcements
Effective date: March 28, 2003
Compliance dates: Regulation G applies to all subject disclosures as of March 28, 2003. New Form 8-K requirements apply to earnings releases and similar announcements made after March 28, 2003. Amendments to Regulation S-K, S-B, and Form 20-F apply to any annual or quarterly report files with respect to a fiscal period ending after March 28, 2003.
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Final Rule: Insider Trades During Pension Fund Blackout Periods
Text and commentary on new Regulation BTR ("Blackout Trading Restriction") to clarify the scope and operation of Section 306(a) of the Sarbanes-Oxley Act of 2002 and to prevent evasion of the statutory trading prohibition.
Effective date: January 26, 2003
Compliance date: March 31, 2003
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Books and Records Requirements for Brokers and Dealers
Full text and background on amendments to broker-dealer books and records rules under the Securities Exchange Act of 1934 expanding requirements with respect to purchase and sale documents, customer records, associated person records, customer complaints, and certain other matters. These amendments also expand the types of records that broker-dealers must maintain and require broker-dealers to maintain or promptly produce certain records at each office to which those records relate.
Effective date May 2, 2003.
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Final Rule: Certification of Disclosure in Companies’ Quarterly and Annual Reports
Text and commentary on final rules requiring an issuer’s principal executive and financial officers to certify financial and other information contained in the issuer’s quarterly and annual reports. As adopted, the rules implement the certification mandated by Section 302 of the Sarbanes-Oxley Act of 2002 instead of the certification contained in the SEC’s June Proposals. The SEC action also includes adoption of previously proposed rules to require issuers to maintain and regularly evaluate the effectiveness of disclosure controls and procedures pertaining to certain reports files under the ’34 Act.
Effective date: August 29, 2002
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SEC Interpretation: Use of Electronic Storage Media under the Electronic Signatures in Global and National Commerce Act of 2000 with Respect to Rule 17a-4(f)
Guidance on SEC rule permitting electronic storage of broker-dealer records in light of the Electronic Signatures in Global and National Commerce Act of 2000 (E-SIGN), in particular the requirements of Rule 17a-4(f) under the Securities Exchange Act of 1934.
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Privacy of Consumer Financial Information (Regulation S-P)
Full text and supplementary information on Regulation S-P, privacy rules promulgated under section 504 of the Gramm-Leach-Bliley Act concerning notice of privacy policies and practices, disclosure of nonpublic information about consumers, and protection of customer information with respect to financial institutions under the SEC's jurisdiction under the Act.
Effective dates: Regulation S-P effective November 13, 2000. Compliance mandatory as of July 1, 2001. Joint marketing and service agreements in effect as of July 1, 2000 must be brought into compliance with section 248.13 of Regulation S-P by July 1, 2002.
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