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Posts from Bryan Pitko

SEC Proposes to Modify Filer Definitions and Obligations under SOX 404(b)

Current SEC reporting requirements establish three different filer statuses that categorizes issuers subject to Exchange Act reporting requirements as non-accelerated, accelerated, and large accelerated filers. Section 404(a) of the Sarbanes-Oxley Act, or SOX, requires almost all SEC reporting issuers, regardless of filer status, to establish and maintain internal control over... Read More

Topics: Public Companies and Securities

SEC Proposes to Amend Financial Disclosures Regarding M&A Transactions

The SEC has proposed rule amendments that revise required financial disclosure upon the acquisition and disposition of businesses in M&A transactions. The proposed changes would, among other things: update the significance tests under these rules by revising the investment test and the income test, and conforming the significance threshold and... Read More

Topics: M&A, Public Companies and Securities

NYSE Revises Shareholder Approval Rules for Certain Issuances of Securities

The SEC has approved amendments to Sections 312.03 and 312.04 of the NYSE Listed Company Manual that modify the price requirements for certain exceptions to shareholder vote requirements related to issuances of securities set forth in Section 312.03. The amendments replace the former “book and market value” minimum pricing threshold... Read More

Topics: Public Companies and Securities

Quick Reference for FAST Act Changes to Form 10-K, 10-Q, 8-K and Proxy Statements

The Fixing America’s Surface Transportation Act, or FAST Act, required the SEC to consider ways to streamline SEC regulations. Accordingly, the SEC adopted final amendments to its rules that are intended to modernize and simplify certain disclosure requirements in Regulation S-K, and related rules and forms, in a manner that... Read More

Topics: Public Companies and Securities

SCOTUS Finds Investment Banker Liable for Cutting and Pasting Fraudulent Statement

The U.S. Supreme Court considered the extent of liability under Rule 10b-5 and other rules of the Securities and Exchange Commission and related statutes in Lorenzo v. Securities and Exchange Commission.  The facts of the case were undisputed.  Francis Lorenzo, while the director of investment banking at an SEC-registered brokerage... Read More

Topics: Litigation, Public Companies and Securities

The PCAOB Wants to Talk to the Audit Committee Chair – Now What?

The PCAOB recently noted that during 2019 it will provide an opportunity for audit committee chairs of certain companies whose audits are subject to inspection to “engage in a dialogue with the inspections staff.” While we assume the PCAOB’s motive is in good faith to obtain a better mutual understanding... Read More

Topics: Litigation, Public Companies and Securities

SEC Proposes to Expand “Test-the-Waters” Communications to all Issuers

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The SEC has proposed new rules that would permit all issuers to solicit investor views about potential offerings to be taken into account at an earlier stage in the process than is the case today. The new rule and related amendments would expand the “test-the-waters” accommodation—currently available to emerging growth... Read More

Topics: Public Companies and Securities

No Action Relief Prompts Clarification from SEC Chair on Mandatory Arbitration

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In a novel sequence of events, SEC Chair Jay Clayton issued a statement on February 11, 2019 expressing the Commission’s non-view on mandatory shareholder arbitration provisions implemented by publicly-listed companies. The statement was released in conjunction with a no-action letter from Corp Fin staff issued on the same day concurring with the... Read More

Topics: Public Companies and Securities