The staff of the SEC’s Division of Corporation Finance states that the Division is aware of logistical difficulties of submitting Forms 144 in paper given the ongoing impact of the COVID-19 pandemic. Given ongoing health and safety concerns related to COVID-19, the staff will not recommend enforcement action if Forms 144 filed in paper under Rules 101(b)(4) or 101(c)(6) of Regulation S-T are submitted via email in lieu of mailing or delivering the paper form to the SEC if the filer or submitter attaches a complete Form 144 as a PDF attachment to an email sent to PaperForms144@SEC.gov.
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On June 29th, the SEC issued an order to update the filing threshold for broker-dealers’ Form 17-H filings made pursuant to Exchange Act Rules 17h-1T and Rule 17h-2T. The threshold has not been updated in nearly 30 years. In 1992, the SEC adopted the 17h Rules, which set forth specified recordkeeping and reporting requirements for certain broker-dealers that are part of a holding company structure. This was pursuant to the Market Reform Act of 1990. Broker-dealers that do not hold customer funds or securities, owe money or securities to customers, or otherwise carry the accounts of or for customers are exempt from the 17h Rules. This exemption applied provided that these broker-dealers maintain capital, including subordinated debt, of less than $20 million.
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On June 25th, five federal agencies including the SEC finalized changes related to the Volcker rule’s prohibition on banking entities investing in or sponsoring hedge funds or private equity funds. These funds are typically known as covered funds. Generally the Volcker rule prohibits banking entities from engaging in proprietary trading and from acquiring or retaining ownership interests in, sponsoring, or having certain relationships with covered funds.
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On June 22nd, the SEC and the Department of Justice’s Antitrust Division signed an interagency Memorandum of Understanding (MOU). The MOU is intended to foster cooperation and communication between the agencies with the aim of enhancing competition in the securities industry. Assistant Attorney General Makan Delrahim of the Antitrust Division announced this first-ever MOU between the Antitrust Division and the SEC, which was executed with SEC Chairman Jay Clayton, before a discussion on equity market structure hosted by MIT’s Golub Center for Finance and Policy.
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The SEC announced on June 19th that the conditional relief from the in-person voting requirements for fund boards will be extended. This relief was originally provided by the SEC in March 2020 and will now extend at least through December 31, 2020. The extension is designed to provide flexibility to boards of registered funds and business development companies, which may continue to face challenges meeting in person given the ongoing COVID-19 pandemic.
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On June 11th, the SEC’s Strategic Hub for Innovation and Financial Technology (FinHub) announced it will be conducting virtual peer-to-peer meet-ups (P2Ps). FinHub previously engaged with FinTech communities across the country in 2019 by hosting in-person meetings. These meetings offered members of FinTech communities the opportunity to speak in person with FinHub staff to discuss general issues, specific questions, or make presentations about their work.
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The SEC’s New York Regional Office will host an educational telephone town hall about avoiding scams related to COVID-19. This event will occur on June 23, 2020 from 5 to 6 p.m. EDT. Free and open to all investors and those planning for their financial future, the town hall will allow callers to join high-ranking SEC officials who will share their insights. These officials will include the US Attorney for the District of New Jersey and the President of the Financial Industry Regulatory Authority Foundation.
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The SEC reminds filers who have taken advantage of temporary relief measures regarding access to the EDGAR system that the required notarized authentication document must be submitted within 90 days of submitting the access application. This temporary relief (Temporary Final Rule 10(c)) was enacted because of the ongoing impacts of the COVID-19 pandemic which may have made it difficult for filers to obtain notarized documentation in a timely fashion.
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Version 5.3c of all applications in the GoFiler Suite has been released. This release contains a new Prospectus Wizard for creating Risk Return documents using XDX as well as improvement to HTML importing. Additionally, some changes were made to Form D View and Form N-PORT View.

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The SEC will be closed Monday, May 25 in observance of Memorial Day. The EDGAR System will not receive, process or accept filings on this day. Filings with a due date of May 25 will be due the following business day. Continue reading "SEC Closed Monday, May 25" »

The SEC has announced it will hold its conference “Spotlight on Transparency: A Discussion of Secondary Market Municipal Securities Disclosure Practices” on June 16, 2020. The conference was rescheduled due to the ongoing COVID-19 pandemic, and it will now be a virtual event. It is open to the public via live webcast from 1 p.m. to 4 p.m. EDT on the SEC’s website. The conference will also be archived on the Office of Municipal Securities (OMS) webpage for later viewing.
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On May 21st, the SEC adopted amendments to its rules and forms that will improve the financial information about acquired or disposed businesses for investors, facilitate more timely access to capital, and reduce the complexity and costs to prepare the disclosure. The amendments will update our rules which have not been comprehensively addressed since their adoption, some over 30 years ago. Continue reading "SEC Adopts Amendments to Improve Financial..." »

The SEC announced on May 20th that it will host its 39th annual Government-Business Forum on Small Business Capital Formation on the afternoon of June 18, 2020. This Forum is a unique opportunity for members of the public and private sectors to gather and craft suggestions for policies impacting emerging businesses and their investors. The topics are applicable to a wide range of businesses from start-ups to smaller public companies. Continue reading "SEC Announces Virtual 2020 Small Business Forum" »

On May 19th, the SEC announced that it will hold its staff roundtable on July 9th. This roundtable permits the staff to hear the opinions of investors, regulators, industry experts, and other market participants on the risks of investing in emerging markets, including China.
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On May 15th, the SEC adopted amendments to the national market system plan governing the consolidated audit trail (the “CAT NMS Plan”). These changes will bring additional transparency, governance, oversight, and financial accountability to the national market system by decreasing the likelihood of additional delays to CAT implementation and furthering the information available as part of the CAT NMS plan voting process.
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