Securities Regulation

Last Thursday the staff of the Securities and Exchange Commission announced [http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm] that filing review correspondence with the Divisions of Corporation Finance and Investment Management now will be made public earlier. Currently, these Divisions release through EDGAR their comment letters related to disclosure filings that they have reviewed and the response letters “no earlier than 45 days after the review of the disclosure filing is complete.” Beginning January 1, 2012, these Divisions will release this review correspondence “”no earlier than 20 days after the review of the disclosure filing is complete.”

Retailers and consumer product companies face unique risks and disclosure issues. Global economic uncertainty, changes in consumer buying habits and the use of social media and e-commerce present challenges which should be assessed and appropriately disclosed. This webcast focuses on the key risks and other factors that companies in the retail and consumer product industries need to consider when preparing disclosure documents.

Washington, D.C. of counsel K. Susan Grafton is the author of "New Rule 13h-1: The SEC Adopts a Large Trader Reporting System" [PDF] published in the October 31, 2011 issue of BNA’s Securities Regulation & Law Report.

On October 18, 2011, the Securities and Exchange Commission ("SEC" or "Commission") held a public roundtable (the "Roundtable") to address the agency’s required conflict minerals rulemaking under Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Registration statements under the U.S. Securities Act of 1933, as amended, generally require a signed opinion of counsel regarding the legality of the securities being offered and sold.  These opinions must be filed as an exhibit to the registration statement, typically before it becomes effective, and are commonly referred to as “Exhibit 5” opinions.

On October 13, 2011, the staff of the Securities and Exchange Commission ("SEC") released disclosure guidance regarding public company disclosure obligations relating to cybersecurity risks and cyber incidents (the "Disclosure Guidance")."[1]  The Disclosure Guidance reviews specific SEC disclosure rules that may require public companies to describe cybersecurity matters and provides SEC staff guidance on what type of disclosure, if any, may be necessary in light of a company’s particular facts and circumstances.  The Disclosure Guidance is available at http://www.sec.gov/divisions/corpfin/guidance/cfguidance-topic2.htm.  Cybersecurity is only the second topic to be addressed in the Division of Corporation Finance’s new Disclosure Guidance publications.Background

On July 26, 2011, the Securities and Exchange Commission ("SEC") adopted new rules to eliminate an issuer’s credit rating as one of the "transaction requirement" criteria by which an issuer can qualify for the short-form registration process on Forms S-3 and F-3.  The new rules correspondingly modify Forms S-4 and F-4 to the extent that these forms reference the amended contents of Forms S-3 and F-3. The SEC also adopted conforming amendments to Rules 134, 138, 139 and 168 to remove the safe harbor for including credit ratings in communications by issuers and broker/dealers.  The new rules were adopted pursuant to Section 939A of the Dodd‑Frank Act ("Dodd-Frank"), which requires the SEC to modify its regulations to "remove any reference to or requirement of reliance on credit ratings and to substitute in such regulations such standard of credit-worthiness" as the SEC deems appropriate.