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The Ticker

The Ticker

We heard you! Your business is moving fast. You need to assess new developments quickly, determine if they apply to your business, and act accordingly. The Ticker is designed to focus your attention on key developments in the areas of SEC compliance, capital markets, corporate governance, executive compensation and other matters important to public companies and their officers and directors. Below are summaries of recent developments in these areas.

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SEC Adopts Amendments to “Accredited Investor” Definition

August 31, 2020

On August 26, 2020, the SEC adopted amendments to the definition of “accredited investor” in Rule 501(a) of Regulation D, expanding the pool of investors who may participate in private securities offerings.

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SEC Adopts Amendments to Regulation S-K to Modernize Disclosures of Business, Legal Proceedings and Risk Factors

August 31, 2020

On August 26, 2020, the SEC adopted amendments to modernize 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.

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SEC Adopts Amendments to Proxy Solicitation Rules

August 31, 2020

On July 22, 2020, the SEC adopted amendments to the rules governing proxy solicitations.

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What Would a Democratic Victory in November Mean for the SEC? Dissenting Commissioner Statements Offer Glimpse into Potential Priorities

August 31, 2020

The upcoming presidential election could effectively transfer control of the SEC to the Democratic party, meaning that views currently held by a minority of the SEC’s five Commissioners could soon gain majority status. Statements issued by Democratic Commissioners Allison Herren Lee and Caroline Crenshaw dissenting against recent SEC rule amendments offer a glimpse into the potential priorities of a Democratic-led SEC.

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SEC Extends Relaxation of Certain Crowdfunding Rules through February 28, 2021; Updated Fees for SEC Filers

August 31, 2020

On August 28, 2020, the SEC adopted temporary final rules extending the effectiveness of previously-adopted temporary relief from certain requirements of Regulation Crowdfunding to facilitate capital formation for small businesses impacted by COVID-19.

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SEC Declines to Further Extend Filing Deadlines Beyond July 1, 2020

July 9, 2020

The SEC responded to the COVID-19 pandemic by providing public companies with a 45-day extension to file certain disclosure reports that would otherwise have been due on or before July 1, 2020. In a statement dated June 26, 2020, the SEC declined to extend this relief beyond July 1.

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SEC Supplements COVID-19 Disclosure Guidance

July 9, 2020

On June 23, 2020, approximately two months after issuing “CF Disclosure Guidance: Topic No. 9,” the SEC’s Division of Corporation Finance issued “CF Disclosure Guidance: Topic No. 9A” to provide additional guidance regarding operations, liquidity, and capital resources disclosures companies should consider with respect to COVID-19.

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SEC Chief Accountant Stresses Continued Importance of High-Quality Financial Reporting

July 9, 2020

On June 23, 2020, with many public companies preparing for their second quarter financial reporting process, the SEC’s Chief Accountant issued a statement emphasizing the continued importance of high-quality financial reporting in light of the significant impacts of COVID-19.

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SEC Relaxes Certain Crowdfunding Rules through August 31, 2020

July 9, 2020

The SEC recently adopted temporary final rules to expedite the offering process for small businesses affected by COVID-19 that are seeking to meet their funding needs through the offer and sale of securities pursuant to Regulation Crowdfunding.

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In Response to Recent Corporate Statements on Racial Justice, New York Comptroller Urges Companies to Disclose Workforce Diversity Data

July 9, 2020

On July 1, 2020, New York City Comptroller Scott M. Stringer announced an initiative calling on companies who recently issued supportive statements on racial equality to publicly disclose the composition of their workforce by race, ethnicity and gender.

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