On May 4th, the SEC’s Division of Corporation Finance released information for filers related to disclosure requirements during the COVID-19 pandemic. Because this information relates to unique circumstances arising from COVID-19, the SEC is not including them within its Compliance and Disclosure Interpretations. The FAQs below may be supplemented or amended as the situation with the pandemic continues to evolve.
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On May 4th, the SEC provided tailored, conditional relief for established smaller companies affected by COVID-19 so that they may look to meet their urgent funding needs through a Regulation Crowdfunding offering. These actions follow suggestions made by members of the SEC’s Small Business Capital Formation Advisory Committee. The rule changes should expedite the offering process for eligible companies by providing relief from certain mandates with respect to the timing of a company’s offering and the financial statements required. A company must meet enhanced eligibility requirements and provide clear, prominent disclosure to investors about its reliance on the relief. Appropriate investor protections will be maintained. This relief will apply to offerings launched between the effective date of the temporary rules and August 31, 2020.
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The SEC’s Small Business Capital Formation Advisory Committee will meet on May 8th, 2020 via video conference to discuss the SEC’s recent Capital Formation Proposal. This proposal offers amendments to simplify, harmonize, and improve certain aspects of the exempt offering framework. In addition, the Committee will continue its discussion that began on April 2 on how small businesses are coping with COVID-19 during the meeting. It will also share observations and perspectives from their areas of the marketplace. Continue reading "Small Business Capital Formation Advisory..." »

The SEC has announced its Investor Advisory Committee will hold a virtual public meeting on May 4th, 2020 at 2 p.m. EDT. This meeting is open to the public via live webcast, and it will also be archived on the committee’s website.
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On April 24th, the SEC announced it is forming an internal, cross-divisional COVID-19 Market Monitoring Group. This temporary, senior-level group will assist the SEC and its various divisions and offices in SEC and staff actions and analysis related to the effects of COVID-19 on markets, issuers, and investors, including main street investors. It will also guide responding to requests for information, analysis and assistance from fellow regulators and other public sector partners.
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On April 23rd, the SEC’s Division of Corporation Finance released a statement regarding the requirements for certain paper documents given the impacts of the COVID-19 pandemic. The staff of the division recognizes that submitting particular forms (with the exception of Forms 144) may be difficult in the current circumstances. Continue reading "SEC Statement Regarding Requirements for..." »

The Financial Accounting Standards Board (FASB) has published Proposed Accounting Standards Update-Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities and the related release notes for public comment. The FASB has indicated that these changes to the accounting standards would not require any changes to the US GAAP Financial Reporting Taxonomy.
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On April 21st, the SEC proposed new rules to establish a framework for fund valuation practices. This new rule is designed to clarify how fund boards can satisfy their valuation obligations in light of market developments, including an increase in the variety of asset classes held by funds and an increase in both the volume and type of data used in valuation determinations.
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The SEC has announced that the Division of Investment Management is extending the EDGAR filing window on April 29, 2020 from 5:30 pm to 10:00 pm EDT. This extension applies to registered investment companies and business development companies. The extension is intended to help ameliorate the potential filing delays due to the ongoing impacts of the COVID-19 pandemic. Continue reading "EDGAR Filing Window Extension on April 29, 2020..." »

On April 20th, the SEC voted to issue two exemptive orders in order to move Consolidated Audit Trail (CAT) implementation forward. These orders (1) establish a phased CAT reporting timeline for broker-dealers, and (2) permit the introduction of brokers that meet certain requirements to follow the small broker-dealer reporting timeline.
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With the release of EDGAR 20.1.1, the Securities and Exchange Commission updated EDGAR to accept the US GAAP 2020 taxonomy among other new taxonomies. Even though previous taxonomies are still accepted by EDGAR, it’s always a good practice to transition your SEC filings as soon as possible after the SEC accepts the new taxonomy year.
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Version 5.3b of all applications in the GoFiler Suite has been released. This release contains a number of improvements to XDX View as well as some general application changes. Additionally, some changes were made to Form D View, Form N-PORT View, and Form 13F View.

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On April 9th, the SEC adopted amendments to its rules for securities clearing agencies to apply enhanced standards to all SEC-registered central counterparties and central securities depositories. The rule amendments build on rules adopted by the SEC in 2016 that were pursuant to the Dodd-Frank Act and established enhanced standards for the operation and governance of securities clearing agencies. These clearing agencies were deemed systemically important or they otherwise act as central counterparties for security-based swaps. Continue reading "SEC Enhances Standards for Critical Market..." »

On April 8th, the SEC voted to adopt rule amendments to implement certain provisions of the Small Business Credit Availability Act (the BDC Act) and the Economic Growth, Regulatory Relief, and Consumer Protection Act (the Registered CEF Act) relating to business development companies and other closed-end funds. Business development companies (BDCs) are a type of closed-end fund that primarily invests in small and developing companies. As directed by Congress, the rules will allow BDCs and other closed-end funds to use the securities offering rules that are already available to operating companies. These amendments are designed to improve registration and communications processes for BDCs and registered closed-end funds. Through that, the changes will provide important benefits to market participants and investors, including advancing capital formation and modernizing and streamlining disclosures. Further, the reforms will allow eligible funds to engage in a streamlined registration process that has long been available to operating companies, including modernized communications and prospectus delivery procedures and requirements. Through this, BDCs and other closed-end funds will be better able to respond to market opportunities.
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The SEC announced on April 8th that it is providing temporary, conditional exemptive relief for business development companies (BDCs) to enable them to make additional investments in small and medium-sized businesses, particularly those with operations affected by COVID-19. BDCs were created to provide capital to smaller domestic operating companies that may not be able to readily access the capital markets through other means.
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