Search Results: SEC

SEC Adopts Broad Exempt Offering Reforms

On November 2, the SEC adopted a series of amendments that will significantly change existing rules governing (1) the integration of offerings, (2) offering/investment limits, (3) communication limitations and (4) eligibility for Regulation Crowdfunding and Regulation A. The amendments will also make various changes that will improve access to offerings under Regulation…

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SEC Updates Auditor Independence Rule

On October 16, the SEC announced that it adopted final amendments to certain auditor independence requirements in Rule 2-01 of Regulation S-X. The final amendments are based on recurring fact patterns that the SEC staff has observed over years of consultations in which certain relationships and services triggered technical independence rule violations…

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SEC Adopts New Regulatory Framework for Fund-of-Funds Rule

On October 7, 2020, the Securities and Exchange Commission (the “SEC”) adopted Rule 12d1-4 under (the “Rule”) the Investment Company Act of 1940 (the “1940 Act”) and related amendments designed to put in place a comprehensive and streamlined regulatory framework for fund-of-funds arrangements.[1] This alert provides an overview of the recently adopted Rule…

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SEC Expands and Updates Accredited Investor and Qualified Institutional Buyer Definitions

As previously discussed in the Roundup, the SEC has adopted amendments to the definitions of “accredited investor” and “qualified institutional buyer” (QIB). The amendments are substantially the same as those originally proposed by the SEC in December 2019, and will expand investor access to private capital markets by adding new categories of natural…

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SEC Adopts Third Round of Disclosure Modernization

The SEC has adopted the third group of amendments to its disclosure requirements, originally proposed in August 2019 and discussed in an earlier Goodwin client alert. These amendments are the next steps as the SEC continues to update its disclosure requirements and will incrementally simplify disclosure about a company’s business, emphasizing a principle-based approach. Read…

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SEC Issues CD&I On Disclosure of Benefits Provided to Executive Officers Because of the COVID-19 Pandemic

The staff of the SEC’s Division of Corporation Finance has issued a new compliance and disclosure interpretation under the Regulation S-K Compliance & Disclosure Interpretations (C&DIs) to provide guidance on whether benefits provided to executive officers because of the COVID-19 pandemic are perquisites or personal benefits under Item 402(c)(2)(ix)(A) of Regulation S-K….

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