Recap of SEC Rulemaking and Guidance in 2020

February 12, 2021

Given a global pandemic, civil unrest and a divisive presidential campaign, even the most loyal readers of The Ticker may have struggled to keep track of the SEC’s rulemaking and guidance during what was a very active year for the regulator. Here is a recap of the most significant SEC rulemaking and guidance in 2020, including links to earlier posts. Except where indicated, we are now past the effective dates of all rule changes listed below.

On January 30, 2020, the SEC issued guidance on disclosure of key performance indicators and metrics in MD&A.

On March 12, 2020, the SEC amended the “accelerated filer” and “large accelerated filer” definitions in Exchange Act Rule 12b-2.

On March 25, 2020, the SEC issued guidance on disclosures companies should consider with respect to COVID-19, later supplemented on June 23, 2020.

On August 26, 2020, the SEC adopted amendments to the description of business (Item 101), legal proceedings (Item 103) and risk factor disclosures (Item 105) that registrants are required to make pursuant to Regulation S-K. Most notably, the amendments added human capital resources as a disclosure topic under Item 101(c).

On August 26, 2020, the SEC amended the definition of “accredited investor” in Rule 501(a) of Regulation D.

On November 2, 2020, the SEC adopted amendments to the exempt offering framework. The amendments will become effective on March 15, 2021.

On November 17, 2020, the SEC adopted amendments to Rule 302(b) of Regulation S-T to permit the use of electronic signatures in connection with SEC filings.

On November 19, 2020, the SEC adopted amendments to certain financial disclosure requirements in Regulation S-K. The amendments are now in effect, but compliance will not be mandatory until a company’s first fiscal year ending on or after August 9, 2021.

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