The Securities and Exchange Commission has published its agenda for its open meeting of November 15. Included in the agenda is consideration of the adoption of the following proposals:
- Amendments to Rule 144 to, among other things, shorten from one year to six months the minimum holding period for resales of restricted securities of reporting companies, eliminate Form 144 filing requirements for non-affiliates, eliminate the “manner of sale” requirement for debt securities and codify several Staff interpretations. (Securities Act Release No. 8813, 6/22/07);
- Extend the benefit of optional disclosure and reporting requirements for smaller companies with a public float of less than $75 million, up from $25 million for most companies today, by creating a new category of “smaller reporting companies”. In addition, the current Regulation S-B disclosure requirements would be integrated into Regulation S-K and the “S-B” forms would be eliminated. (Securities Act Release No. 33-8819, 7/6/07); and
- Amend Exchange Act Rule 12h-1 to provide two exemptions from the registration requirements of the Securities Exchange Act for compensatory employee stock options. The more significant of these exemptions would be applicable to non-public companies that have issued stock options to a significant number of employees and provides relief for such non-reporting companies that issue options to 500 or more eligible participants under option plans. A second exemption would be available to issuers that have registered under Section 12 a class of securities underlying the compensatory employee stock options, making clear that they do not need to separately register such options under the Exchange Act. (Exchange Act Release No. 34-56010, 7/5/07).
In addition, the SEC will be considering whether to accept financial statements prepared in accordance with International Financial Reporting Standards without reconciliation to U.S. GAAP in filings by foreign private issuers.
As to the three other recent SEC small business initiatives (Regulation D, electronic filing of Form D and Form S-3 liberalization), at the PLI Annual Institute on Securities Regulation, John White, Director of the Division of Corporation Finance of the Securities and Exchange Commission, stated that they may still be acted upon by the Commission during 2007, but that consideration may be deferred until early 2008.
Mr. White also shed some light on the Commission’s consideration of its two alternative shareholder access proposals, indicating that the Commission was seeking “some level of certainty” for the 2008 proxy season, but hinting that there could be a short-term 2008 rule followed by a different, final rule covering shareholder access.