On May 16, the Securities and Exchange Commission gave notice that it will hold an open meeting on May 23, to consider (i) whether to adopt interpretative guidance for management regarding its evaluation and assessment of internal control over financial reporting, (ii) rule proposals addressing the registration and disclosure requirements for smaller companies and private offerings of securities and (iii) whether to adopt rules to implement provisions of the Credit Rating Agency Reform Act of 2006.
In connection with its consideration of interpretive guidance regarding the evaluation and assessment of internal control over financial reporting, the SEC will also consider whether to adopt amendments to Rules 13a-15(c) and 15d-15(c) of the Securities Exchange Act of 1934, as amended, that would make it clear that an evaluation that complies with the SEC’s interpretive guidance would satisfy the annual management evaluation required by those rules. In addition, the SEC will consider whether to adopt amendments to Rules 1-02(a)(2) and 2-02(f) of Regulation S-X to require the expression of a single opinion directly on the effectiveness of internal control over financial reporting by the auditor in its attestation report, and whether to adopt amendments to Exchange Act Rule 12b-2 and Rule 1-02 of Regulation S-X to define certain terms.
In its consideration of the registration and disclosure requirements for smaller companies, as well as private offerings of securities, the SEC will consider whether:
to propose amendments to increase the number of companies eligible for the scaled disclosure and reporting requirements for smaller reporting companies;
to propose amendments to expand the eligibility requirements of Form S-3 and Form F-3 to permit registration of primary offerings by companies with a public float of less than $75 million, subject to restrictions on the amount of securities sold in any one-year period;
to propose exemptions from the registration requirements of the Exchange Act for grants of compensatory employee stock options by non-reporting companies;
to propose a new Regulation D exemption for offers and sales of securities to a newly defined subset of “accredited investors” and revisions to the Regulation D definition of “accredited investor,” disqualification provisions, and integration safe harbor, and to provide interpretive guidance regarding integration
to propose revisions to Form D and mandate electronic filing of Form D; and
to propose amendments to Rule 144 to revise the holding period for the resale of restricted securities, simplify compliance for non-affiliates, revise the Form 144 filing thresholds, and codify certain staff interpretations, as well as to propose amendments to Rule 145.