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Archives for October 2019

Developments Regarding Changes to SEC Staff’s Shareholder Proposal No-Action Responses

October 11, 2019 | Posted by Elizabeth A. Ising; Ronald O. Mueller Topic(s): Shareholder Proposals

Several noteworthy developments have occurred following the September 6, 2019 announcement by the Division of Corporation Finance (the “Staff") of the Securities and Exchange Commission (“SEC") regarding two significant procedural changes for responding to Exchange Act Rule 14a-8 no-action requests that will be applicable to no-action requests regarding shareholder proposals submitted for annual meeting to be held in 2020.  That announcement indicated that the Staff may now respond orally instead of in writing to shareholder proposal no-action requests and that the Staff may now more frequently respond by declining to state a view on whether or not it concurs that a company may properly exclude a shareholder proposal under Rule 14a-8.

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EDGAR Updates Change Filer Password Requirements and Increase Character Length of Certain Cover Page Tags

October 10, 2019 | Posted by Ronald O. Mueller; James J. Moloney; Michael A. Titera Topic(s): Miscellaneous; Securities Regulation

​On September 30, 2019, the Securities and Exchange Commission (the “SEC") went live with EDGAR Release 19.3 (announcement available here) and made related changes to the EDGAR Filer Manual (announcement available here).  Two notable changes are summarized below. 

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Everyone Jump In! All Issuers Will Be Allowed to “Test-the-Waters”

October 3, 2019 | Posted by Andrew L. Fabens; Hillary H. Holmes Topic(s): JOBS Act; Securities Regulation

On September 26, 2019, the SEC announced (available here) that it has adopted a new rule, Rule 163B (available here) under the Securities Act of 1933, that allows all issuers to “test-the-waters." This accommodation, which had previously been available only to emerging growth companies (EGCs), allows issuers and authorized persons (e.g., underwriters) to engage in discussions with, and provide written offering material to, certain institutional investors prior to, or following, the filing of a registration statement, to determine market interest in potential registered securities offerings. Rule 163B will become effective 60 days after publication in the Federal Register.

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Editors

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Aaron K. Briggs

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Boris Dolgonos

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Andrew L. Fabens

Sean Feller

Tull Florey

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