The Securities and Exchange Commission on August 26, 2020 adopted changes to the definition of accredited investor intended to modernize the exempt offering process. It also made related changes to the definition of qualified institutional buyer. This was one of two actions taken by the SEC on that date; see
Financial Statements
Proxy Voting and Voting Advice: SEC Provides Guidance for Investment Advisers and Proxy Advisory Firms
On August 21, 2019, the SEC provided guidance (available here) to investment advisers, such as fund managers, regarding their proxy voting responsibilities. The SEC also concurrently issued an interpretative release (available here) regarding the applicability of the SEC’s proxy rules to proxy voting advice provided by proxy advisory…
New Tax Rules May Cause Changes in High Yield Deals and Credit Facilities with Upstream Guarantees
For decades, companies issuing debt securities in the high yield market could not provide a full package of credit support from non-US subsidiaries. The same was true for borrowing money under credit facilities. That’s because IRS rules treated credit support from non-US subsidiaries as a deemed dividend to the US…
SEC Issues New C&DIs Regarding Disclosure of Board Qualifications and Diversity Characteristics
On February 6, 2019, the SEC staff issued two new identical C&DIs that apply to Item 401 of Regulation S-K, Question 116.11, and Item 407 of Regulation S-K, Question 133.13. The new interpretation provides guidance on disclosure when a director or a director nominee voluntarily provide self-identified diversity…
New SEC Filing Fee Rate Effective October 1st
As a reminder, effective October 1, 2018, the new SEC filing fee rate for issuers is $121.20 per $1,000,000. The fee is calculated by multiplying the aggregate offering amount by .0001212 (Filing Fee = Maximum Aggregate Offering Price x Fee Rate). Fees are collected for (a) the registration of securities…