Registered Securities Offerings

SEC Adopts New Final Rules for Clearance and Settlement; Proposes Changes for Investment Adviser Rules

February 22, 2023 | Posted by Hillary H. Holmes; Peter Wardle Topic(s): Capital Markets; Private Placements; Registered Securities Offerings; Securities Regulation

On February 15, 2023, the Securities and Exchange Commission (the “SEC") adopted final rule changes intended to reduce risk in clearance and settlement for most broker-dealer securities transactions and proposed new rules designed to enhance safeguards for customer assets managed by investment advisers.

Now Available: SEC Desktop Calendar for 2023

July 20, 2022 | Posted by Hillary H. Holmes; Peter Wardle; Justine Robinson; Lori Zyskowski Topic(s): Audit Committee; Capital Markets; Corporate Governance; Disclosure; Financial Statements; IPOs; Proxy Statements and Annual Meetings; Registered Securities Offerings; Registration Statements; Securities Regulation; Underwriters and Agents

To continue assisting US companies with planning for SEC reporting and capital markets transactions into 2023, we offer our annual SEC Desktop Calendar. This calendar provides both the filing deadlines for key SEC reports and the dates on which financial statements in prospectuses and proxy statements must be updated before use (a/k/a financial staleness deadlines).

Recent SEC Amendments Bring Changes to Filing Fee Disclosure and Payment Methods

October 19, 2021 | Posted by Ronald O. Mueller; Andrew L. Fabens; Peter Wardle; James J. Moloney Topic(s): Capital Markets; Disclosure; IPOs; M&A; Miscellaneous; Registered Securities Offerings; Registration Statements; Securities Regulation

On October 13, 2021, the Securities and Exchange Commission (the “SEC”) adopted amendments to modernize filing fee disclosure for certain forms and schedules, as well as update payment methods for fees related to these filings. The final rule highlighted three primary goals of the amendments: (i) update disclosure requirements related to filing fees in order to provide more certainty to filers that the proper fee was calculated and facilitate the SEC staff’s review of such fee; (ii) modernize the payment method for filing fees and reduce the cost and burden on processing fee payments; and (iii) permit filers to reallocate previously paid filing fees in more situations than what was previously permitted. An overview of these changes is provided below. The amendments also contained certain technical, conforming and clarifying changes related to filing fee-related instructions and information.

Desktop Calendar of SEC Deadlines for 2021 Now Available

November 23, 2020 | Posted by Hillary H. Holmes; Peter Wardle Topic(s): Audit Committee; Capital Markets; Financial Statements; IPOs; Registered Securities Offerings; Securities Regulation

To assist companies in planning for their SEC reporting and capital markets transactions in 2021, we have prepared a desktop reference calendar that sets forth filing deadlines for core SEC reports. Our calendar also provides SEC staleness dates (i.e., the last date financial statements may be used in a prospectus or proxy statement without being updated).