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United States. Securities and Exchange Commission

US Governance and Securities Law Developments of Interest to Asian Corporates and Financial Institutions

Strategic Insights

— 2 min read

The Securities and Exchange Commission ("SEC") has announced several developments in US governance and securities law that may be of interest to Asian corporates and financial institutions. The SEC has clarified the definition of "whistleblower" under the Dodd-Frank Anti-Retaliation Provision, set new filing fees for public companies, and proposed an expedited schedule to adopt a "publish what you pay" rule for resource extraction issuers. The NYSE has also amended its rules relating to notifications of material news and trading halts, and the SEC has issued a concept release seeking comments on enhanced disclosures for audit committees.

Key Takeaways:

  • The SEC has clarified that an individual's status as a whistleblower for purposes of the anti-retaliation protections does not depend on whether the individual has reported the alleged misconduct to the SEC.
  • The SEC has set new filing fees for public companies, with fees decreasing from $116.20 to $100.70 per million dollars of securities registered.
  • The SEC has proposed an expedited schedule to adopt a "publish what you pay" rule for resource extraction issuers, with a proposed deadline of 27 June 2016.
  • The NYSE has amended its rules relating to notifications of material news and trading halts, expanding the pre-market hours during which listed companies are required to notify the NYSE prior to disseminating material news.
  • The SEC has issued a concept release seeking comments on enhanced disclosures for audit committees, with a focus on the audit committee's reporting of its responsibilities with respect to its oversight of the independent auditor.
  • The SEC's conflict minerals rule has been partially invalidated by the US Court of Appeals for the District of Columbia Circuit, but companies are still required to file conflict minerals disclosure on Form SD.
  • FINRA has adopted new rules relating to equity and fixed-income research, relaxing the research black-out periods and eliminating the black-out period upon expiration, waiver or termination of a lock-up agreement.

Statistics:

  • The new filing fee for public companies is $100.70 per million dollars of securities registered, a decrease from the current filing fee of $116.20.
  • The proposed deadline for the adoption of a "publish what you pay" rule for resource extraction issuers is 27 June 2016.
  • The number of days during which public comment is being sought on the SEC's concept release on enhanced disclosures for audit committees is 30 days.
  • The number of comments received by the SEC on its concept release on enhanced disclosures for audit committees is a significant volume of comment letters submitted by reporting issuers, institutional shareholders, industry groups, law firms and other stakeholders.
  • The number of days during which the public can submit comments on the SEC's concept release on enhanced disclosures for audit committees ended on 8 September 2015.

Sources:

  • http://www.sec.gov/rules/interp/2015/34-75592.pdf
  • http://www.gpo.gov/fdsys/pkg/USCOURTS-mad-1_14-cv-13648/pdf/USCOURTS-mad-1_14-cv-13648-0.pdf
  • https://www.nyse.com/publicdocs/nyse/regulation/nyse/timelyalertmemo_amendment.pdf
  • http://www.sec.gov/rules/concept/2015/33-9862.pdf
  • http://www.sec.gov/comments/s7-13-15/s71315.shtml

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