Recent Developments
Selected Rules and Statutes
SEC Text and Commentary
Interpretation/Solicitation of Comment: Commission Guidance on the Use of Company Websites
Guidance regarding the use of company websites under the Exchange Act and the antifraud provisions of the federal securities laws focuses on (1) when information posted on a company website is “public” for purposes of the applicability of Regulation FD; (2) company liability for information on company websites, including previously posted information, hyperlinks to third-party information, summary information, and the content of interactive websites; (3) the types of controls and procedures advisable with respect to such information; and (4) the format of information presented on a company website, with the focus on readability, not printability. In addition, the Commission seeks comment on issues relating to company use of technology generally in providing information to investors.
Effective date: August 7, 2008
Comment date: November 5, 2008
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Announcement: 21st Century Disclosure Initiative
The SEC will conduct a wide-ranging internal inquiry into the way it acquires information from public companies and other regulated entities and how it makes that information available to investors and the markets. The first phase of the study will be completed by the end of 2008, when an advisory committee will be appointed to consider the questions through a public and consultative process.
The study will include a review of all existing SEC forms and reporting requirements as well as examine the way information is provided to the Commission, with a special focus on needless redundancy. Coverage will also include studying alternative approaches to acquiring and publishing disclosure information and the integration of public disclosure with the SEC’s new post-EDGAR architecture for investor search, assembly, and comparison of data.
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Final Rule: Internal Control over Financial Reporting in Exchange Act Periodic Reports of Non-Accelerated Filers
One-year extension of temporary rule and form amendments that postpone the date by which non-accelerated filers must begin to comply with the auditor attestation report on internal control over financial reporting (ICFR) mandated by Section 404(b) of the Sarbanes-Oxley Act of 2002.
Under the extension, a non-accelerated filer will need to provide its first auditor’s ICFR attestation report in an annual report for a fiscal year ending on or after December 15, 2009.
Effective date: September 2, 2008; see effective date section of the release for exceptions.
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Final Rule: Electronic Filing and Revision of Form D
New rule amendments mandate electronic filing via the Internet information required by ’33 Act Form D and revise Form D and Regulation D accordingly. Under the new rules, Form D information will be filed with the SEC through a new online filing system accessible from any computer with Internet access. Staggered effective dates intended to enable issuers to file Form D information in electronic or paper format from September 15, 2008 until March 16, 2009 when electronic filing becomes mandatory.
Effective dates: September 15, 2008 with the following exceptions––§ 232.101(c)(6) and §232.201(a) effective 30 days after publication of final rule release in Federal Register; §232.101(a)(1)(xiii) effective March 16, 2009; § 230.503T, §232.101(b)(10)T and § 239.500T effective from September 15, 2008 to March 16, 2009.
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Final Rule: Electronic Shareholder Forums
Amendments to the proxy rules under the ’34 Act to facilitate electronic shareholder forums remove legal ambiguity that might deter using this type of communication. The amendments clarify that participation in an electronic shareholder forum is exempt from most of the proxy rules if all of certain conditions are met. The new rules also establish that shareholders, companies or certain other parties that establish, maintain or operate an electronic shareholder forum will not be liable under the federal securities laws for any statement or information provided by another person participating in the forum.
Effective date: February 25, 2008
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SEC Interpretation: Commission Guidance Regarding Management's Report on Internal Control over Financial Reporting
Interpretive release contains guidance for management on evaluation and assessment of internal control over financial reporting under Section 13(a) or 15(d) of the '34 Act. Includes a top-down, risk-based evaluation approach designed to satisfy the requirements of Rules 13a-15(c) and 15d-15(c).
Effective Date: June 27, 2007
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Related Material: Final Rule | Request for Comment | Press Release
Final Rule: Amendments to Rules Regarding Management's Report on Internal Control over Financial Reporting (ICFR)
Amendments include clarification that evaluation complying with SEC Interpretive Guidance in Release No. 34-55929 can satisfy management's ICFR requirements. Also included are amended rules defining the term "material weakness" and revising auditor attestation requirements on ICFR effectiveness.
Effective date: August 27, 2007, except the amendment to Section 210.2-02T is effective from August 27, 2007 until June 30, 2009
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Related Material: Interpretive Release | Request for Comment | Proposed Rule | Comments | Comment Summary | Press Release
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Selected Statutes
Sarbanes-Oxley Act of 2002 (P.L. 107-204)
Full text of act signed July 30, 2002 making significant changes in U.S. securities laws and establishing a new regulatory regime for accounting firms that audit public companies.
Effective date: Certain provisions become law upon signature or within a specified time after enactment. Others direct the SEC to adopt rules within specified periods or to exclude certain persons or conduct from coverage of effective provisions.
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Investor and Capital Markets Fee Relief Act ("Fee Relief Act")
Full text of Public Law 107-123 amending the Securities Exchange Act of 1934 to reduce fees collected by the Securities and Exchange Commission, and for other purposes.
Effective date October 1, 2001 except as provided in Sec. 11 of the Act. Immediate transaction fee reductions made by amendments in Sec. 2 take effect on the later of the first day of fiscal year 2002, or 30 days after the date on which a regular appropriation to the SEC for such fiscal year is enacted. Additional exceptions are authorities provided by Section 6(b)(9) of the Securities Act of 1933 and Sections 13(e)(9), 14(g)(9), and 31(k) of the Securities Exchange Act of 1934 shall not apply until October 1, 2002.
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Gramm-Leach-Bliley Act
Full text of Public Law 106-102 overhauling the framework for the affiliation of banks, securities firms, insurance companies, and other financial service providers.
Effective date for privacy rules (Regulation S-P) promulgated under sec. 504 November 13, 2000, with mandatory compliance July 1, 2001. Joint marketing and service agreements in effect as of July 1, 2000 must be brought into compliance with Regulation S-P by July 1, 2002.
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Electronic Signatures in Global and National Commerce Act
Full text of Public Law 106-229 facilitating the use of electronic records in interstate or foreign commerce.
Effective date October 1, 2000, except as provided in Sec. 107(b) of the Act.
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