SEC Proposes Amendments to Update and Simplify Disclosure Requirements As Part of Overall Disclosure Effectiveness Review

The Securities and Exchange Commission today voted to propose amendments to eliminate redundant, overlapping, outdated, or superseded provisions, in light of subsequent changes to Commission disclosure requirements, U.S. Generally Accepted Accounting Principles (U.S. GAAP), International Financial Reporting Standards (IFRS), and technology.

The Commission is also soliciting comment on certain disclosure requirements that overlap with U.S. GAAP to determine whether to retain, modify, eliminate or refer them to the Financial Accounting Standards Board (FASB) for potential incorporation into U.S. GAAP. 

The amendments, along with the input received on the Regulation S-K concept release, are designed to further inform the Commission’s actions to enhanc... Read More

SEC Proposes Rules to Enhance Order Handling Information Available to Investors

The Securities and Exchange Commission today voted to propose rules that for the first time would require broker-dealers to disclose the handling of institutional orders to customers.  The proposed rules also would expand the information included in existing retail order disclosures. 

“These proposed rules are intended to bring order handling disclosure in line with modern technology and market practice, providing valuable information to retail and institutional investors about how their orders are treated,” said SEC Chair Mary Jo White.  “This information should provide investors more transparency and a powerful new tool to more effectively monitor broker-dealer routing decisions, especially when combined with the additional disclosures from alternative trading sys... Read More

SEC Adopts Additional Rules Related to Security-Based Swap Transaction Reporting

The Securities and Exchange Commission today announced that it has adopted amendments and guidance related to rules regarding the regulatory reporting and public dissemination of security-based swap transactions, known as Regulation SBSR.  The new rules and guidance are designed to increase transparency in the security-based swap market.

The rules and guidance implement mandates under Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

“This action ensures the public’s accessibility to transaction information, extends the scope of Regulation SBSR to additional entities and transactions and completes an important mandate under Title VII of the Dodd-Frank Act,” said SEC Chair Mary Jo White.  “By providing for the regulatory re... Read More

SEC: Citigroup Provided Incomplete Blue Sheet Data for 15 Years

The Securities and Exchange Commission today announced that Citigroup Global Markets has agreed to pay a $7 million penalty and admit wrongdoing to settle charges that a computer coding error caused the firm to provide the agency with incomplete “blue sheet” information about trades it executed.

According to the SEC’s order instituting a settled administrative proceeding, the coding error occurred in the software that Citigroup used from May 1999 to April 2014 to process SEC requests for blue sheet data, including the time of trades, types of trades, volume traded, prices, and other customer identifying information.  During that 15-year period, Citigroup consequently omitted 26,810 securities transactions from its responses to more than 2,300 blue sheet requests.  A... Read More

SEC Announces New Investor Advisory Committee Members

The Securities and Exchange Commission today announced the appointment of three new members to its Investor Advisory Committee, and the reappointment of five members whose terms recently expired. 

The Committee was established under the Dodd-Frank Wall Street Reform and Consumer Protection Act to advise the Commission on regulatory priorities, regulation of securities products, trading strategies, fee structures, disclosure effectiveness, and initiatives to protect investors and promote investor confidence and the integrity of the U.S. securities markets. 

“I welcome the new members and thank all members who have served and continue to serve on the Investor Advisory Committee,” said SEC ... Read More

Sean McKessy, Chief of Whistleblower Office, to Leave SEC

The Securities and Exchange Commission today announced that Sean McKessy, Chief of the SEC’s Office of the Whistleblower, is planning to leave the agency later this month.

Mr. McKessy became the first head of SEC’s whistleblower program in February 2011 and helped establish the whistleblower office that assesses and reviews all whistleblower tips received by the agency, evaluates whistleblower award claims, and makes recommendations to the Commission on whether claimants have satisfied eligibility requirements to receive an award.

“The SEC’s whistleblower program has had a transformative impact on the agency, and Sean’s service as the first head of the Whistleblower Office has contributed greatly to the program’s success,” said Andrew J. Ceresney, ... Read More

Paul Dudek, Chief of Office of International Corporate Finance, to Leave Agency

The Securities and Exchange Commission today announced that Paul Dudek, Chief of the Office of International Corporate Finance in the Division of Corporation Finance, is leaving the agency at the end of the month. 

Mr. Dudek has headed the Office of International Corporate Finance for more than 22 years.  The office serves as the point of contact for non-U.S. companies and governments that register securities with the SEC.  The office also is responsible for rulewriting initiatives and interpretive matters relating to offerings by foreign issuers in the U.S. and multinational offerings by foreign and domestic issuers.

“Paul has played a key role with respect to registered offerings by hundreds of foreign companies and provided valuable advocacy on a large number of ru... Read More

C. Dabney O’Riordan Named as Co-Chief of the Asset Management Unit

The Securities and Exchange Commission today announced that C. Dabney O’Riordan has been named co-chief of the Division of Enforcement’s Asset Management Unit, a national specialized unit that focuses on misconduct by investment advisers, investment companies, and private funds. She joins Anthony Kelly as co-chief of the unit and succeeds Marshall Sprung, who left the agency in April.

Ms. O’Riordan has investigated or supervised a number of significant enforcement cases addressing a wide variety of misconduct across the asset management industry and that touch on many of the unit’s priority areas. These matters include advisers who misallocated private fund expenses, including the SEC’s first action Read More

SEC Proposes Rule Requiring Investment Advisers to Adopt Business Continuity and Transition Plans

The Securities and Exchange Commission today proposed a new rule that would require registered investment advisers to adopt and implement written business continuity and transition plans.  The proposed rule is designed to ensure that investment advisers have plans in place to address operational and other risks related to a significant disruption in the adviser’s operations in order to minimize client and investor harm. 

“While an adviser may not always be able to prevent significant disruptions to its operations, advance planning and preparation can help mitigate the effects of such disruptions and in some cases, minimize the likelihood of their occurrence, which is an objective of this rule,” said SEC Chair Mary Jo White. “This is the latest action in the Commission’s effor... Read More

SEC Adopts Rules for Resource Extraction Issuers Under Dodd-Frank Act

The Securities and Exchange Commission today announced it adopted rules to require resource extraction issuers to disclose payments made to governments for the commercial development of oil, natural gas or minerals.  The rules, mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, are intended to further the statutory objective to advance U.S. foreign policy interests by promoting greater transparency about payments related to resource extraction.

The final rules require an issuer to disclose payments made to the U.S. federal government or a foreign government if the issuer engages in the commercial development of oil, natural gas, or minerals and is required to file annual reports with the Commission under the Securities Exchange Act.  The issuer must al... Read More

SEC Proposes Amendments to Smaller Reporting Company Definition

The Securities and Exchange Commission voted today to propose amendments that would increase the financial thresholds in the “smaller reporting company” definition.  The proposal to update the definition would expand the number of companies that qualify as smaller reporting companies, thus qualifying for certain existing scaled disclosures provided in Regulation S-K and Regulation S-X.

“Raising the financial thresholds in the smaller reporting company definition is intended to promote capital formation and reduce compliance costs for smaller companies while maintaining important investor protections,” said SEC Chair Mary Jo White. “The Commission will benefit greatly from the public comments we receive from investors, issuers and other affected market participants on today’s ... Read More

SEC Charges “Frack Master” With Running an $80 Million Oil and Gas Fraud

The Securities and Exchange Commission today charged four companies and eight individuals in an $80 million oil and gas fraud orchestrated by a Dallas man who calls himself the “Frack Master” for his purported expertise in hydraulic fracturing. 

The SEC charged Chris Faulkner – the CEO of Breitling Energy Corporation (BECC) and recurring guest on CNBC, CNN International, Fox Business News, and the BBC to discuss oil-and-gas topics – with disseminating false and misleading offering materials, misappropriating millions of dollars of investor funds and attempting to manipulate BECC’s stock. The SEC also charged BECC and suspended trading in BECC’s securities for 10 business days.

According to the SEC’s complaint, Faulkner started the scheme dating back to at least 2011 t... Read More