On 22 December 2020, the Securities and Exchange Commission (the SEC) proposed various amendments to Rule 144, including changes related to the filing of Form 144. These amendments take effect 180 days from their publication in the Federal Register. The proposed rules would amend Rule 14a-1(l) to codify the interpretation and guidance released by the SEC in August 2019 that proxy advisor vote recommendations are considered solicitations under the securities laws and thus are prohibited by the anti-fraud provisions of Rule 14a-9 from containing any materially false or misleading statement. Proposed Amendments to the SEC Whistleblower Rules During a June 28, 2018 public meeting, the SEC voted 3-2 to propose amendments to the SEC Whistleblower Program’s rules . What will be regulated. The SEC’s proposed amendments would impose three new conditions that apply solely to persons furnishing proxy voting advice that constitutes a solicitation within the scope of proposed Rule 14a‑1(l)(1)(iii)(A) and that seek to rely on the exemptions in Rules 14a‑2(b)(1) and 14a‑2(b)(3). This is almost always the case with regard to rules proposed by the SEC. The Commissioners of the Securities and Exchange Commission (SEC) voted 3-2 on November 5 to propose amendments to rules governing shareholder proposals and proxy advisors. As proposed, the shareholder proposal rule would, among other changes, significantly raise both the ownership thresholds for shareholder proposal submissions and the vote outcome hurdles for … If this change takes effect, it would be the first time the threshold has changed since it was adopted over 40 years ago. The proposed rules leave flexibility for companies to determine where this information will be disclosed. Regulation Crowdfunding Eligible Securities – Currently, there is no restriction on the type of security that may be offered and sold in reliance on Regulation Crowdfunding. SEC proposes changes to Rule 144. The proposed changes are intended to modernize and simplify the securities … Many investment advisers already have similar procedures in place, whether formally or informally, but if adopted the proposed rule would require advisers across the industry to implement a formal process. On July 10, 2020, the Securities and Exchange Commission (SEC) voted 3-1 to approve proposed rules that, among other things, would raise the Form 13F reporting threshold for institutional investment managers 1 (managers) from $100 million to $3.5 billion. Allowance for Credit Losses. The Securities and Exchange Commission (SEC), has proposed a new set of rules that will regulate Crypto-token or Crypto-coin investments when the character of the investments qualifies as securities transactions. In addition, the obligation to ensure that an advertisement meets the requirements set forth in the proposed rule would remain with the investment adviser. The SEC also proposed to amend Rule 144A under the 1933 Act (Rule 144A) to provide that securities may be offered under Rule 144A to persons other than qualified institutional buyers provided that the securities are only actually sold to persons that the seller and any person acting on behalf of the seller reasonably believe are qualified institutional buyers. The proposed rules are extremely impractical because of the restrictions and procedural hurdles a crowdfunding issuer, investor and funding portal will have to endure to raise capital. The SEC further proposes to include two provisions in Rule 152(a)(1) and Rule 152(a)(2) applying the general principle in specific circumstances in order to provide greater clarity to the analysis. The SEC is interested in feedback on the proposed rule from market participants and does not require a specific format for the submission of comments. The SEC asserts that the proposed rules would elicit the information material to an investment decision, while not overlapping with other existing disclosure requirements or principles. The position of the Commission is that virtual crypto assets are securities unless proven otherwise. The general standard of auditor independence under the requirements is that an auditor is not independent with respect to the audit client if a reasonable, fully informed investor would conclude … The proposed rule changes are subject to public comments. 1 The proposed amendments would modify Exchange Act Rule 14a-1(l) to specify that a solicitation exists when proxy voting advice that makes a recommendation on how to vote is provided by a person that markets its expertise as a provider of … During that time, stock issuers will give information to the Commission to assess the utility of the rules. These amendments and temporary rules come following the SEC’s … On July 1, 2015, nearly five years after the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Act”) was enacted, the Securities Exchange Commission (“SEC”), in a split vote of three to two, proposed rules to implement Section 954 of the Act. Some commenters may choose to present their views in a narrative format without any reference to specific questions posed by the SEC, and others may choose to answer all, or only some, of the specific requests for comment. The proposed rules expand stock compensation for gig-workers for a five-year time period. The SEC also proposes to amend the books and records rule under the Advisers Act (Rule 204-2) to require recordkeeping of the written approvals of advertisements. On December 22, 2020, the SEC proposed amendments to Rule 144 to eliminate 'tacking of' the holding period of security and amend the filing requirements and the deadline to coincide with the Form 4 filing deadline. Under the SEC Proposed Capital and Margin Rules, broker-dealers (including BD SBSDs) and stand-alone SBSDs (but not banks) that are approved to use internal models to calculate market and credit risk charges when computing net capital under Rule 18a-1 are subject to liquidity stress test requirements. Proposed Rules: Pay for Performance (Sec. 953) Key components of the SEC newly-proposed rules include the following: Location of New Disclosure. Second, the SEC proposed temporary rules to facilitate limited participation in compensatory offerings under Rule 701 and Form S-8 by certain gig workers (or “platform workers”) who provide services through the company’s internet-based platform or other widespread, technology-based marketplace platform or system. for proposed rules on crowdfunding. --Nasdaq today filed a proposal with the U.S. Securities and Exchange Commission to adopt new listing rules related to board diversity and disclosure. Proposed Rule 3a‐9 under the Investment Company Act would exclude from the definition of “investment company” under that Act a crowdfunding vehicle that meets the conditions in the rule. Yesterday, the SEC announced that it had voted, without an open meeting, to propose amendments to Rule 144 to revise the method for determining the holding period—essentially eliminating tacking—for securities “acquired upon the conversion or exchange of certain ‘market-adjustable securities.’ The proposed amendment is … However, the SEC notes in the proposed rule release that the Designated Employee(s) generally should include legal or compliance personnel of the investment adviser. The SEC said the proposed rule changes were in line with its stated mission of assessing the capital raising framework as a whole and improving it for … There is a substantial likelihood that, as a result of the public comments, the final rules will differ in material respects from the proposed revised rules. Surprise! the SEC proposed amendments to the Form S-8 registration statement relied on by Exchange Act reporting companies and the Rule 701 exemption from registration available to non-reporting companies for equity awards and other compensatory securities offered to employees, directors, consultants and advisors. The Rule 144 “holding period” for the resale of restricted securities is six months from the date of sale for securities issued by a reporting issuer or one year from the date of sale for securities issued by a non-reporting issuer. Thus, an investment adviser should remain heavily involved in the … The disclosure may be provided in the CD&A or elsewhere in the proxy. The Proposed Rule Changes are Likely to be Modified. The Securities and Exchange Commission (SEC) recently proposed amendments to its auditor independence rules which, if adopted, will provide greater flexibility for auditor relationships and services that technically would have triggered breaches of the current rules (even though they do not pose a threat to an auditor’s objectivity and impartiality). Title: Nigeria's SEC releases exposure draft for proposed rules on Crowdfunding Subject: In a bid to protect the general public when investing in crowdfunding platforms for underlying Micro, Small, & Medium Enterprises, the SEC recently released a draft of the Proposed Rules on Crowdfunding. The SEC previously has observed that the circumstances in which proxy advisory firms provide proxy voting advice may constitute a solicitation. The SEC adopted the rules as proposed in a 3-2 vote on October 16, 2020, with only several modifications. The proposed revisions would reflect in the text of the Settlement Guide and Pledgee’s Agreement that Pledged Securities remain credited to a Pledgor’s Account unless the Pledgee makes a demand for the Pledged Securities, as described below. While many of the amendments will strengthen whistleblower incentives and further the program’s purpose, some of the amendments may undercut the program and deter whistleblowers from reporting the …

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