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  • U.S. Securities and Exchange Commission Adopts Rules to Modernize Property Disclosures Required for Mining Registrants

    U.S. Securities and Exchange Commission Adopts Rules to Modernize Property Disclosures Required for Mining Registrants




    Washington, DC - - (October 31, 2018) - - The Securities and Exchange Commission (SEC) today announced that it has voted to adopt amendments to modernize the property disclosure requirements for mining registrants, and related guidance, under the Securities Act of 1933 and the Securities Exchange Act of 1934. The amendments will provide investors with a more comprehensive understanding of a registrant’s mining properties, which should help them make more informed investment decisions. The amendments also will more closely align the Commission’s disclosure requirements and policies for mining properties with current industry and global regulatory practices and standards.

    Under the final rules, a registrant with material mining operations must disclose specified information in its Securities Act and Exchange Act filings concerning its mineral resources, in addition to its mineral reserves. Current Commission rules and guidance permit the disclosure of non-reserve estimates only in limited circumstances. Requiring the disclosure of mineral resources in addition to mineral reserves will provide investors with important information concerning the registrant’s operations and prospects.

    “The final rules will modernize the Commission’s mining property disclosure regime by improving the quality and reliability of information provided to investors and by harmonizing disclosures with international standards, including removing the restriction on disclosure of mineral resource estimates that may have placed U.S. registrants and investors at a disadvantage,” said SEC Chairman Jay Clayton. “We appreciate the valuable input that we have received from a diverse group of interested parties that helped inform the Commission and shape the final rules.”

    The final rules include several other requirements designed to further the protection and understanding of investors. The final rules also reflect a number of changes to the rules proposed in June 2016 in response to commenters.

    The final rules provide a two-year transition period so that a registrant will not be required to begin to comply with the new rules until its first fiscal year beginning on or after Jan. 1, 2021.




    * * *

    FACT SHEET

    Modernization of Property Disclosures for Mining Registrants




    Action

    The Commission has adopted amendments to modernize the property disclosure requirements for mining registrants, and related guidance, under the Securities Act of 1933 and the Securities Exchange Act of 1934. The amendments more closely align the Commission’s disclosure requirements and policies for mining properties with current industry and global regulatory practices and standards. In addition, the amendments rescind Industry Guide 7 and consolidate the disclosure requirements for registrants with material mining operations in a new subpart of Regulation S-K.

    These amendments are intended to provide investors with a more comprehensive understanding of a registrant’s mining properties, which should help them make more informed investment decisions.

    Highlights of the Final Rules

    Under the final rule amendments, as proposed and consistent with global standards as embodied by the Committee for Reserves International Reporting Standards (“CRIRSCO”), a registrant with material mining operations must disclose specified information in its Securities Act and Exchange Act filings concerning mineral resources that have been determined on one or more of its properties. Current Commission rules and guidance permit the disclosure of non-reserve estimates, such as mineral resources, only in limited circumstances. Requiring the disclosure of mineral resources in addition to mineral reserves will provide investors with important information concerning the registrant’s operations and prospects.

    Also as proposed, and consistent with the CRIRSCO standards, the final rule amendments require a registrant’s disclosure of exploration results, mineral resources, or mineral reserves in Commission filings to be based on and accurately reflect information and supporting documentation prepared by a mining expert--the “qualified person.” This requirement will further the protection of investors by helping to foster proper risk assessment and disclosure, which is key to an investor’s understanding of each stage of a mining project.

    As proposed, the final rule amendments require a registrant to obtain a dated and signed technical report summary from the qualified person or persons, which identifies and summarizes the information reviewed and conclusions reached by each qualified person about the registrant’s mineral resources or mineral reserves determined to be on each material property. A registrant must file the technical report summary as an exhibit to the relevant Commission filing when disclosing mineral reserves or mineral resources for the first time or when there is a material change in the mineral reserves or mineral resources from the last technical report summary filed for the property. The technical report summary filing requirement will not only help ensure that the registrant’s disclosure in the Commission filing is accurate and reliable, but also will enhance investor understanding of a registrant’s material mining properties.

    Principal Changes from the Proposed Rules

    The final rule amendments include a number of changes to the proposed rules in response to commenters. These changes would more closely align the Commission’s mining property disclosure requirements with the CRIRSCO standards and thereby help decrease, relative to the proposed rules, the compliance burden and costs for the many registrants that are subject to one or more of the CRIRSCO-based codes, while preserving important investor protections. For example, among the changes, the final rules:
    • Require a qualified person to use a price for each commodity that provides a reasonable basis for establishing estimates of mineral resources or mineral reserves, which may be a historical or forward-looking price, as long as the qualified person discloses and explains his or her reasons for using the selected price, including the material assumptions underlying the selection
    • Provide that a qualified person will not be subject to expert liability under Section 11 of the Securities Act for certain aspects of specified modifying factors outside the expertise of the qualified person that are based on information provided by the registrant and are discussed in the technical report summary or other parts of the registration statement
    • Eliminate the proposed quantitative presumptions regarding when a registrant’s mining operations, and when a change in previously reported estimates of mineral resources or mineral reserves, are deemed to be material
    • Eliminate the proposed summary disclosure provision requiring specific items of information in tabular format about a registrant’s top 20 properties and, instead, adopt a more principles-based approach by requiring the registrant to provide investors with an overview of its properties and mining operations
    • Reduce the number of summary and individual property disclosure provisions requiring tables from seven, as proposed, to two, and permit other required disclosure to be in either narrative or tabular format
    • Permit, but not require, a registrant to file a technical report summary to support its disclosure of
    ...
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  • Minutes of the Meeting of the Treasury Borrowing Advisory Committee of the Securities Industry and Financial Markets Association October 30

    Minutes of the Meeting of the Treasury Borrowing Advisory Committee of the Securities Industry and Financial Markets Association October 30




    (October 31, 2018) - - The Committee convened in a closed session at the Hay-Adams Hotel at 9:00 a.m. All members, with the exception of Terrence Belton and Irene Tse, were present. Counselor to the Secretary Craig Phillips, Deputy Assistant Secretary for Federal Finance Brian Smith, Director of the Office of Debt Management Fred Pietrangeli, and Deputy Director of the Office of Debt Management Nick Steele welcomed the Committee. Other members of Treasury staff present were Ayeh Bandeh-Ahmadi, Chris Cameron, Dave Chung, Tom Katzenbach, Devin O’Malley, Peter Phelan, Renee Tang, and Brandon Taylor. Federal Reserve Bank of New York staff members Lorie Logan, Nathaniel Wuerffel, Susan McLaughlin and Jake Schurmeier were also present. Director Pietrangeli opened the meeting with an overview of the fiscal situation. Pietrangeli noted that FY2018 receipts were little changed year-over-year, rising just $14 billion. Non-withheld income and SECA taxes increased by $89 billion in FY2018, with the bulk of the increase occurring in April for CY2017 tax liabilities. Withheld income and FICA taxes rose by $23 billion, reflecting growth in both employment and wages. The gains were largely offset by a $76 billion decrease in corporate taxes, a 22 percent decline year-over-year. Corporate refunds also increased by $17 billion, a 39 percent increase year-over-year. Outlays totaled $4,108 billion over the same timeframe, an increase of five percent. Notable increases include $83 billion for Treasury related to interest on the public debt and a decline in receipts from Government-Sponsored Enterprises, $43 billion for increased enrollment and increased average benefit payments for Social Security, $41 billion for Health and Human Services due mostly to increases in Medicare, $36 billion due to increased Defense expenditures, and $18 billion for the Department of Homeland Security including increased payments for disaster relief. Pietrangeli then turned to the near-term fiscal outlook, highlighting the most recent annual marketable borrowing estimates from the Office of Management and Budget, the Congressional Budget Office, and the primary dealers. All of the forecasts indicate a substantial funding gap in FY2019 and subsequent years. Estimates regarding the timing of the end of SOMA Treasury portfolio redemptions is a key factor for primary dealers in forecasting borrowing amounts over the next three fiscal years. Turning to the prior quarter, Pietrangeli noted that in the July- to-September quarter, Treasury was able to address its significant funding needs, some of which was seasonal, through coupon auction increases announced in FY2018, as well as through net bill issuance of $82 billion. Looking ahead, the recently announced privately-held net marketable borrowing estimates of $425 billion for the October-to-December 2018 quarter and assuming an end-of-December cash balance of $410 billion, indicates net bill issuance of $116 billion assuming coupon sizes are held constant at August 2018 levels. Next, Deputy Assistant Secretary Smith discussed the introduction of the new benchmark two-month bill. Smith noted that the auctions have been well received, with above average bid-to-cover ratios and stop-out rates in line with the yield curve. Smith then summarized for the Committee the feedback from primary dealers in response to the recent quarterly refunding agenda discussion topics. On the topic of the Treasury Market Practices Group’s (TMPG) White Paper on Clearing and Settlement, primary dealers generally agreed that the paper represented a thorough study of the topic and outlined a number of potential risks to the clearing and settlement process. Primary dealers focused on the volume of bilaterally cleared trading and intraday credit extension. Primary dealers suggested a number of policy recommendations for consideration, including expanding the use of central clearing, evaluating margins for bilateral trading, changing settlement timing, and increasing transparency regarding counterparties’ clearing and settlement practices. Smith strongly endorsed the TMPG’s work in this area and reiterated Treasury’s commitment to supporting the robustness of clearing and settlement practices in the Treasury market. Next, Smith summarized primary dealer feedback on the likely timing for the end of SOMA’s balance sheet normalization and the composition of Treasury securities in the SOMA portfolio after normalization. Primary dealers provided a range of estimates for the most likely timing of the end of normalization, while relaying that their estimates were subject to a substantial amount of uncertainty. Once normalization ends, dealers expect the Federal Reserve will reinvest SOMA mortgage-backed security principal payments into Treasury securities along with the purchases of Treasury securities necessary to offset currency growth. Finally, many dealers indicated the Federal Reserve would likely pursue a roughly market-weighted portfolio composition after normalization, though the balance of risks was seen as skewed toward a shorter-duration portfolio. The Committee agreed that the outlook is uncertain and that Treasury should continue to monitor expectations for the end of SOMA portfolio normalization closely to assess the potential impact to the financing outlook. Counselor Phillips then provided an update on Treasury’s efforts regarding secondary market transaction data for Treasury securities collected through FINRA’s TRACE. Phillips noted that the initial outreach phase with market participants had concluded and that Treasury was continuing to analyze the data to inform the policy decision-making process. Phillips noted that no decision has been made at this time and that Treasury plans to provide further details on this topic at the 4th Annual Conference on the Evolving Structure of the U.S. Treasury Market on December 3rd. Next, the Committee turned to a presentation updating the TBAC debt issuance model to incorporate Treasury Inflation-Protected Securities (TIPS). The presenting member emphasized that the modeling results do not constitute a specific recommendation but rather provide an approach to analyze cost and risk trade-offs under various assumptions. According to the model, debt service costs for TIPS are typically lower but more volatile than that of equivalent maturity nominal securities. Furthermore, similar to the nominal model, five-year TIPS offer a cost advantage over longer-maturity issuance. The Committee followed the presentation with a discussion, generally agreeing that the conclusions were in line with their previous recommendations to gradually increase TIPS issuance to maintain the current proportion of TIPS relative to nominals, focusing increases in the 5-year maturity. Deputy Director Steele then discussed primary dealers’ expectations for issuance over the next quarter. Dealers broadly expected an increase in coupons similar to those announced in August, with a risk towards slightly smaller increases. Most dealers also expected Treasury to announce the new October 5-year TIPS maturity and remove the October 30-year TIPS reopening in the 2019 issuance calendar, while maintaining the overall share of TIPS issuance near its recent levels through gradual increases in auction sizes. The Committee concurred that increased TIPS issuance would be well received and estimated that a range of $20 to $30 billion in additional TIPS issuance in 2019 would maintain TIPS shar...
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  • Acting Assistant Secretary Diana Furchtgott-Roth Economy Statement for the Treasury Borrowing Advisory Committee of the Securities Industry and Financial Markets Association

    Acting Assistant Secretary Diana Furchtgott-Roth Economy Statement for the Treasury Borrowing Advisory Committee of the Securities Industry and Financial Markets Association



    (October 29, 2018) - - Today the U.S. Department of the Treasury published the following "Acting Assistant Secretary Diana Furchtgott-Roth Economy Statement for the Treasury Borrowing Advisory Committee of the Securities Industry and Financial Markets Association" document:

    The U.S. economy grew 3.5 percent in the third quarter, according to last week’s advance estimate. This pace confirmed the economy’s strong growth in the wake of the Administration’s tax reforms, deregulatory measures, and other business-friendly policies. Real GDP is forecast to grow 3.2 percent in 2018, which would be the first calendar year of growth above 3 percent since 2005.

    Further accelerations in private consumption and a strong build in private inventory were the main drivers of solid economic performance in the third quarter, followed by a larger positive contribution from government spending. Private non-residential fixed investment made a small positive contribution in the third quarter, although residential investment continued to decline, and net exports also subtracted from growth. Altogether, private domestic final purchases (the sum of consumption, business fixed investment, and residential investment) advanced by 3.1 percent in the third quarter, following 4.3 percent growth in the second quarter.

    In the second quarter, for the first time in history, the number of job openings climbed above the number of job seekers, and this configuration, considered indicative of a tight labor market, has continued in the third quarter. In fact, the average monthly pace of job creation continues to exceed that of 2017. The unemployment rate fell to a 49-year low of 3.7 percent in September, and growth of nominal wages and personal income continues to trend higher, with progress also apparent in real wage gains. Measures of consumer and business sentiment remain at, or very near, multi-year highs. Private forecasters are predicting solid growth in the fourth quarter as well as for the year as a whole.

    GDP Growth According to the advance estimate of real GDP, which was released last Friday, the U.S. economy grew at an annual rate of 3.5 percent in the third quarter, a strong pace if slower than the second quarter’s 4.1 percent surge. Private domestic final purchases – the sum of personal consumption, business fixed investment, and residential investment – grew in the third quarter at an annual rate of 3.1 percent, following a 4.3 percent rise in the second quarter. This measure of private demand has held above 3 percent in all but two of the last seven quarters. Over the past four quarters, private domestic final purchases have grown by 3.4 percent at an annual rate, well above the 2.7 percent average seen over the previous two years. Growth in real personal consumption expenditures accelerated further in the third quarter, growing at an annual rate of 4.0 percent, the fastest quarterly pace in four years, after an already-strong 3.8 percent advance in the second quarter. Outlays on consumer durables drove consumption, rising 6.9 percent at an annual rate, extending the momentum of the second quarter’s 8.6 percent advance. Spending on nondurables was up 5.2 percent in the third quarter, accelerating from the 4.0 percent reading in the previous quarter. Consumption of services also accelerated in the third quarter, to a 3.2 percent annual rate, after growing 3.0 percent in the second quarter. On balance, real personal consumption expenditures added 2.7 percentage points to growth in the third quarter – the largest contribution from this component in nearly four years. Business fixed investment increased 0.8 percent at an annual rate in the third quarter, after increasing 8.7 percent in the second quarter, and added 0.1 percentage point to overall growth. Since the start of 2017, real private nonresidential fixed investment has grown at a quarterly average of 6.6 percent, marking a return to the healthy pace seen in the early years of the recovery. Fixed investment in intellectual property products continued to grow at a healthy, if slower, pace, rising 7.9 percent in the third quarter after a 10.5 percent increase in the second quarter. Investment in this category has grown at an average annual rate of nearly 11 percent per quarter over the past three quarters, the fastest three-quarter clip in such investment seen in 12 years. Although investment in structures declined 7.9 percent in the third quarter after growing at double-digit paces in each of the previous two quarters, the level of investment in structures remains almost 8 percent above its level at the start of 2017. Outlays for equipment grew just 0.4 percent in the third quarter, softening after growing an average annual rate of nearly 9 percent in each of the previous six quarters. As expected, the cycle of inventory accumulation turned strongly positive in the third quarter, adding 2.1 percentage points to real GDP growth. Residential investment retrenched for the third consecutive quarter, declining 4.0 percent at an annual rate and subtracting 0.2 percentage point from growth, after making an essentially flat contribution in the previous quarter. Signs of slowing in the housing sector persist, against a backdrop of low inventories and rising mortgage rates. Existing home sales, which account for 90 percent of all home sales, have declined in each of the past six months, including a 3.4 percent drop in September, and these sales were 4.1 percent lower over the past year through September. New home sales have fallen in five of the past six months, and as of September, were 13.2 percent lower than a year ago. Total housing starts declined 5.3 percent in September, reflecting a 0.9 percent decrease in the single-family sector but also a 15.2 percent decrease in the volatile multi-family component. Although building permits fell below total starts in August, which may suggest the possibility of weaker housing activity in coming months, permits did rise back above starts in September. Homebuilder confidence remains elevated, and in October, stood only six points below the 18-year high reached in December 2017, with current as well as forward-looking components of the survey strengthening. House price appreciation remains relatively strong, exceeding core inflation and income measures, although the pace has slowed relative to a year ago, likely due to notably higher mortgage rates in recent months. Total government spending rose 3.3 percent at an annual rate in the third quarter, accelerating from a 2.5 percent pace in the previous quarter. After making an essentially neutral contribution to growth in most of 2016 and 2017, government spending has added to growth in each of the past four quarters, including a 0.6 percentage point contribution in the third quarter. Federal outlays grew 3.3 percent in the third quarter, after a 3.6 percent rise in the previous quarter, while state and local government spending growth stepped up to a 3.2 percent rate in the third quarter – the fastest pace in more than two years. The U.S. trade deficit widened in the third quarter, as import growth accelerated to an annual rate of 9.1 percent, and export growth slowed to a decline of 3.5 percent annual rate. One reason for the widening of the deficit is that the U.S. economy is growing faster than the economies of the rest of the world, so U.S. domestic demand for imports is stronger. As a result, ne
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  • U.S. Securities and Exchange Commission Investor Advisory Committee to Hold Nov. 7 Telephone Meeting

    U.S. Securities and Exchange Commission Investor Advisory Committee to Hold Nov. 7 Telephone Meeting




    Washington, DC - - (October 25, 2018) - - The Securities and Exchange Commission’s Investor Advisory Committee will meet telephonically on Nov. 7 at 2 p.m. Eastern Time. The public is invited to listen to the meeting live using the dial-in details provided below. A recording of the meeting will be archived on the committee’s webpage for later listening.

    The committee will discuss the SEC’s Proposed Regulation Best Interest and Form CRS Relationship Summary (which may include a Recommendation of the Investor as Purchaser Subcommittee). The agenda for the meeting is available here.

    Members of the committee represent a wide variety of investor interests, including those of individual and institutional investors, senior citizens, and state securities commissions. For a full list of committee members, see the committee’s webpage.

    The Investor Advisory Committee was established to advise the SEC on regulatory priorities, the regulation of securities products, trading strategies, fee structures, the effectiveness of disclosure, and on initiatives to protect investor interests and to promote investor confidence and the integrity of the securities marketplace. The committee is authorized to submit findings and recommendations to the Commission.

    Conference Call Details: The public may dial in to the meeting toll-free by calling (800) 260-0702 in the United States or (651) 291-1170 outside the United States. Access Code: 455778.




    Credit: U.S. Securities and Exchange Commission
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  • U.S. Securities and Exchange Commission Issues Agenda for October 29 Meeting of the Fixed Income Market Structure Advisory Committee

    U.S. Securities and Exchange Commission Issues Agenda for October 29 Meeting of the Fixed Income Market Structure Advisory Committee



    Washington, DC - - (October 24, 2018) - - The Securities and Exchange Commission today released the agenda for the Oct. 29 meeting of the Fixed Income Market Structure Advisory Committee meeting. The Commission established the advisory committee to provide a formal mechanism through which the Commission can receive advice and recommendations on fixed income market structure issues.

    The meeting will be held at the SEC’s headquarters at 100 F Street, N.E., Washington, D.C., and is open to the public. The meeting will be webcast live on the SEC’s website, www.sec.gov, and will be archived on the website for later viewing.

    Members of the public who wish to provide their views on the matters to be considered by the Fixed Income Market Structure Advisory Committee may submit comments either electronically or on paper, as described below. Please submit comments using one method only. Information that is submitted will become part of the public record of the meeting.

    Electronic submissions:

    Use the SEC’s Internet submission form or send an e-mail to rule-comments@sec.gov .

    Paper submissions:

    Send paper submissions in triplicate to Brent Fields, Secretary, Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549-1090.
    All submissions should refer to File Number 265-30, and the file number should be included on the subject line if e-mail is used.



    * * *

    Agenda

    Oct. 29, 2018



    9:30 a.m. Welcome and Opening Remarks
    10 a.m. Draft Recommendations on ETF Classification and Education and Data
    11:15 a.m. Break
    11:30 a.m. Draft Recommendation on Collection and Dissemination of Reference Data
    • Fred Demesy, Refinitiv
    • Spencer Gallagher, ICE Data Services
    • Bob LoBue, JP Morgan
    • Ola Persson, FINRA
    • Alex Sedgwick, T. Rowe Price
    12:45 p.m. Lunch Break
    1:30 p.m. Corporate Bond Transparency Subcommittee Update
    1:45 p.m. Municipal Securities Transparency Subcommittee Update and Presentation of Pre-Trade Transparency Analysis
    • Simon Wu, MSRB
    2:15 p.m. Corporate Credit Markets: The Role of Credit Ratings in a Higher Leverage World
    • Eric Beinstein, JP Morgan
    • John Bender, Legal and General Investment Management America
    • Daniel Gates, Moody’s Investors Service
    • Brian Kennedy, Loomis Sayles
    • Jim Nadler, Kroll Bond Rating Agency
    • Tom Murphy, Columbia Threadneedle Investments
    • Craig Parmelee, S&P Global
    • Adam Richmond, Morgan Stanley
    3:45 p.m. Future Topics for Committee Consideration
    4:15 p.m. Adjournment




    Credit: U.S. Securities and Exchange Commission...
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  • U.S. Securities and Exchange Commission Launches New Strategic Hub for Innovation and Financial Technology

    U.S. Securities and Exchange Commission Launches New Strategic Hub for Innovation and Financial Technology



    Washington, DC - - (October 18, 2018) - - The U.S. Securities and Exchange Commission today announced the launch of the agency's Strategic Hub for Innovation and Financial Technology (FinHub).

    The FinHub will serve as a resource for public engagement on the SEC's FinTech-related issues and initiatives, such as distributed ledger technology (including digital assets), automated investment advice, digital marketplace financing, and artificial intelligence/machine learning. The FinHub also replaces and builds on the work of several internal working groups at the SEC that have focused on similar issues.

    The FinHub will:

    • Provide a portal for industry and the public to engage directly with SEC staff on innovative ideas and technological developments;
    • Publicize information regarding the SEC's activities and initiatives involving FinTech on the FinHub page;
    • Engage with the public through publications and events, including a FinTech Forum focusing on distributed ledger technology and digital assets planned for 2019;
    • Act as a platform and clearinghouse for SEC staff to acquire and disseminate information and FinTech-related knowledge within the agency; and
    • Serve as a liaison to other domestic and international regulators regarding emerging technologies in financial, regulatory, and supervisory systems.

    The SEC's FinHub will be led by Valerie A. Szczepanik, Senior Advisor for Digital Assets and Innovation and Associate Director in the SEC's Division of Corporation Finance, and staffed by representatives from the SEC's divisions and offices who have expertise and involvement in FinTech-related issues.

    "The SEC is committed to working with investors and market participants on new approaches to capital formation, market structure, and financial services, with an eye toward enhancing, and in no way reducing, investor protection," said SEC Chairman Jay Clayton. "The FinHub provides a central point of focus for our efforts to monitor and engage on innovations in the securities markets that hold promise, but which also require a flexible, prompt regulatory response to execute our mission."

    "SEC staff across the agency have been engaged for some time in efforts to understand emerging technologies, communicate the agency's stance on new issues, and facilitate beneficial innovations in the securities industry," said Ms. Szczepanik. "By launching FinHub, we hope to provide a clear path for entrepreneurs, developers, and their advisers to engage with SEC staff, seek input, and test ideas."

    For more information, visit the new FinHub page, which replaces the FinTech@sec.gov address that was established in connection with the issuance of DAO Report on July 25, 2017. To contact FinHub staff, use the form available at the FinHub page.





    Credit: U.S. Securities and Exchange Commission
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  • U.S. Securities and Exchange Commission Announces 2018 Government-Business Forum to Be Held at The Ohio State University

    U.S. Securities and Exchange Commission Announces 2018 Government-Business Forum to Be Held at The Ohio State University



    Washington, DC - - (October 18, 2018) - - The Securities and Exchange Commission today announced it is partnering with the National Center for the Middle Market at The Ohio State University Max M. Fisher College of Business to host the SEC’s annual Government-Business Forum on Small Business Capital Formation on Dec. 12. This annual forum provides a platform to highlight additional measures to improve small business capital formation.

    “We have made it a priority to reach out to small businesses across the country,” said Chairman Jay Clayton. “Holding this event in Columbus, one of the top five best cities for entrepreneurs and startups, will give us the opportunity to hear directly from small businesses and their investors on ways to improve our regulatory system.”

    The morning session will feature a panel discussion exploring how capital formation options are working for small businesses, such as those in the Midwest. Participants will then work in groups to formulate specific policy recommendations. Information on the panel participants and the full agenda will be announced in the coming weeks and will be available on the forum webpage .

    The forum will begin at 9 a.m. Eastern Time and will be open to the public. It will be held in the Fawcett Center on the campus of The Ohio State University in Columbus, Ohio. The opening remarks and panel discussion will be webcast live. The breakout group sessions will not be webcast but will be accessible by teleconference for those not attending in person. Anyone wishing to participate in a breakout group either in person or by teleconference must register online by Dec. 7.

    Members of the public are invited to suggest recommendations or topics to be discussed at the forum by calling the SEC’s Office of Small Business Policy at (202) 551-3460.

    Information on ways small businesses can raise capital is available at https://www.sec.gov/smallbusiness .



    Credit: U.S. Securities and Exchange Commission...
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  • U.S. Securities and Exchange Commission Investigative Report: Public Companies Should Consider Cyber Threats When Implementing Internal Accounting Controls

    U.S. Securities and Exchange Commission Investigative Report: Public Companies Should Consider Cyber Threats When Implementing Internal Accounting Controls



    Washington, DC - - (October 16, 2018) - - The Securities and Exchange Commission (SEC) today issued an investigative report cautioning that public companies should consider cyber threats when implementing internal accounting controls. The report is based on the SEC Enforcement Division's investigations of nine public companies that fell victim to cyber fraud, losing millions of dollars in the process.

    The SEC's investigations focused on "business email compromises" (BECs) in which perpetrators posed as company executives or vendors and used emails to dupe company personnel into sending large sums to bank accounts controlled by the perpetrators. The frauds in some instances lasted months and often were detected only after intervention by law enforcement or other third parties. Each of the companies lost at least $1 million, two lost more than $30 million, and one lost more than $45 million. In total, the nine companies wired nearly $100 million as a result of the frauds, most of which was unrecoverable. No charges were brought against the companies or their personnel.

    The companies, which each had securities listed on a national stock exchange, covered a range of sectors including technology, machinery, real estate, energy, financial, and consumer goods. Public issuers subject to the internal accounting controls requirements of Section 13(b)(2)(B) of the Securities Exchange Act of 1934 must calibrate their internal accounting controls to the current risk environment and assess and adjust policies and procedures accordingly. The FBI estimates fraud involving BECs has cost companies more than $5 billion since 2013.

    "Cyber frauds are a pervasive, significant, and growing threat to all companies, including our public companies," said SEC Chairman Jay Clayton. "Investors rely on our public issuers to put in place, monitor, and update internal accounting controls that appropriately address these threats."

    Stephanie Avakian, Co-Director of the SEC Enforcement Division, said, "In light of the facts and circumstances, we did not charge the nine companies we investigated, but our report emphasizes that all public companies have obligations to maintain sufficient internal accounting controls and should consider cyber threats when fulfilling those obligations."

    The issuance of the SEC's report coincides with National Cybersecurity Awareness Month .

    In consultation with the Division of Corporation Finance and the Office of the Chief Accountant, the SEC's investigations were conducted by Brent Wilner, Creighton Papier, and Maria Rodriguez, and supervised by Diana Tani, John Berry, and Michele Layne of the Los Angeles Regional Office.




    Credit: U.S. Securities and Exchange Commission
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  • U.S. Securities and Exchange Commission's New Strategic Plan Puts Investors, Innovation, and Performance at Top

    U.S. Securities and Exchange Commission's New Strategic Plan Puts Investors, Innovation, and Performance at Top




    Washington, DC - - (October 11, 2018) - - The Securities and Exchange Commission (SEC) today announced a new strategic plan to guide the agency’s work over the next four years with a primary focus on investors, innovation, and performance. The plan’s goals reflect the agency’s commitment to its longstanding mission while leveraging the opportunities and addressing the challenges that come from fast-evolving markets, products and services.

    "Our new strategic plan is a concise, straight-forward explanation of the goals that will guide us as our markets evolve. It is based on the core values that have motivated the women and men of the SEC for over 80 years, including, most importantly, serving the interests of our long term Main Street investors" stated SEC Chairman Jay Clayton.

    The SEC’s new strategic plan was published in accordance with the Government Performance and Results Modernization Act of 2010, which requires federal agencies to outline their missions, planned initiatives, and strategic goals for a four-year period.



    Strategic Plan Summary

    (Investors)

    GOAL 1. Focus on the long-term interests of our Main Street investors.

    The SEC will strive to better understand how a wider range of investors participate in the capital markets and how to reach them while tailoring policy initiatives with retail investors in mind. Initiatives under this goal will include modernizing disclosure and expanding investor choice.


    (Innovation)

    GOAL 2. Recognize significant developments and trends in our evolving capital markets and adjust our efforts to ensure we are effectively allocating our resources.

    Under this goal, the SEC will embrace innovation by analyzing market developments, evaluating existing rules and procedures, understanding the continually changing cyber-landscape and ensuring the appropriate resources are dedicated to each area.


    (Performance)

    GOAL 3. Elevate the SEC’s performance by enhancing our analytical capabilities and human capital development.

    The SEC will invest in data and technology to leverage “the experience, knowledge, creativity, leadership and teamwork of the SEC’s staff and its leaders.” The agency is also committed to recruiting and retaining a diverse workforce with a wide range of skills and expertise.




    Credit: U.S. Securities and Exchange Commission
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  • Securities and Exchange Commission Stops Fraudulent ICO That Falsely Claimed SEC Approval

    Securities and Exchange Commission Stops Fraudulent ICO That Falsely Claimed SEC Approval



    Washington, DC - - (October 11, 2018) - - The Securities and Exchange Commission (SEC) today announced that it has obtained an emergency court order halting a planned initial coin offering (ICO), which backers falsely claimed was approved by the SEC. The order also halts ongoing pre-ICO sales by the company, Blockvest LLC and its founder, Reginald Buddy Ringgold, III.

    An SEC complaint unsealed yesterday alleges that Blockvest falsely claimed its ICO and its affiliates received regulatory approval from various agencies, including the SEC. According to the SEC's complaint, Blockvest and Ringgold, who also goes by the name Rasool Abdul Rahim El, were using the SEC seal without permission, a violation of federal law, and falsely claiming their crypto fund was "licensed and regulated." The complaint also alleges Ringgold promoted the ICO with a fake agency he created called the "Blockchain Exchange Commission," using a graphic similar to the SEC's seal and the same address as SEC headquarters.

    Blockvest and Ringgold also allegedly misrepresented Blockvest's connections to a well-known accounting firm, and continued their fraudulent conduct even after the National Futures Association (NFA) sent them a cease-and-desist letter to stop them from using the NFA's seal and from making false claims about their status with that organization.

    The Honorable Gonzalo P. Curiel, Judge of the U.S. District Court for the Southern District of California, issued an order freezing defendants' assets and other emergency relief. The order also temporarily prohibits Blockvest and Ringgold from violating the antifraud provisions and securities registration provisions. A hearing is scheduled for Oct. 18, 2018, to consider continuing the asset freeze and issuance of a preliminary injunction.

    "We allege that this ICO is using both the SEC seal and a made-up crypto regulatory authority to trick investors into believing the ICO was approved by regulators," said Robert A. Cohen, Chief of the SEC Enforcement Division's Cyber Unit. "The SEC does not endorse investment products and investors should be highly skeptical of any claims suggesting otherwise."

    The SEC's Office of Investor Education and Advocacy and the U.S. Commodity Futures Trading Commission's (CFTC) Office of Customer Education and Outreach have jointly issued an investor alert on the use of false claims regarding SEC and CFTC endorsements. Additional information about ICOs is available on Investor.gov and SEC.gov/ICO.

    The SEC's complaint charges Blockvest and Ringgold with violating the antifraud and securities registration provisions of the federal securities laws. The complaint seeks injunctions, return of ill-gotten gains plus interest and penalties, and a bar against Ringgold to prohibit him from participating in offering any securities, including digital securities, in the future or making misrepresentations about regulatory approval.

    The SEC's investigation, which is continuing, is being conducted by David S. Brown and Brent W. Wilner and is being supervised by Diana K. Tani and Joseph G. Sansone of the Market Abuse Unit, John W. Berry of the Los Angeles Regional Office, and Mr. Cohen. Assisting the investigation is Robert Grasso of the Los Angeles Regional Office. The litigation is being conducted by Amy J. Longo of the Los Angeles Regional Office. The SEC appreciates the assistance of the CFTC and the NFA.




    Credit: U.S. Securities and Exchange Commission
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  • U.S Securities and Exchange Commission to Focus on Empowering Main Street Investors for 2018 World Investor Week

    U.S Securities and Exchange Commission to Focus on Empowering Main Street Investors for 2018 World Investor Week


    Joint Investor Bulletin Issued on Understanding Digital Assets and Online Investing



    Washington, DC - - (October 1, 2018) - - The Securities and Exchange Commission today announced that empowering Main Street investors will be the SEC’s focus during World Investor Week, which takes place Oct. 1-7, 2018. SEC staff will emphasize both the basics of investing and savings as well as important emerging issues like the rise of initial coin offerings and digital assets, distributed ledger technology, and other innovations.

    World Investor Week is a global effort promoted by the International Organization of Securities Commissions (IOSCO), with regulators on six continents joining together for the second year to educate investors on how to be smart and avoid fraud. The SEC, along with the U.S. Commodity Futures Trading Commission (CFTC) and the Financial Industry Regulatory Authority (FINRA), is leading U.S. efforts.

    As part of the week, the SEC’s Office of Investor Education and Advocacy (OIEA) issued a joint Investor Bulletin with the CFTC, FINRA, and the North American Securities Administrators Association, to promote the key messages. Also, for the first time, OIEA created a guide for teachers that provides K-12 educators with information about the basics of saving and investing, planning for retirement, and ways to protect themselves from fraud.

    “Virtually every investor I’ve spoken with wishes they had been educated earlier and better about investing and our markets,” said SEC Chairman Jay Clayton. “World Investor Week provides us the opportunity to highlight the valuable tools and information made available by the SEC to help everyday Americans save, invest, and take better control of their financial future.”

    During World Investor Week, SEC staff will stress the importance of investor education, particularly in light of the rapidly changing world of investing and technology. SEC staff will also participate in events around the country to promote investing basics, such as going to Investor.gov and doing a background check on an investment professional, setting investment goals, researching investment products, recognizing the power of compound interest, and learning how to avoid fraud. Check here to sign-up for events near you.

    “I have four simple words for investors – before you invest, Investor.gov,” said Lori Schock, Director of the SEC’s Office of Investor Education and Advocacy. “That’s the first step to being a smarter investor. We look forward to bringing Investor.gov and the rest of our informative tools to Americans across the country.”

    SEC staff outreach events include:
    • a joint Twitter chat with the U.S. Army to provide valuable saving and investing tips to military services members;
    • participating in a national teachers conference providing guidance to K-12 educators;
    • a Thrift Savings Plan (TSP) program for federal employees covering TSP distribution options, withdrawals and fees; and
    • numerous saving and investing presentations and webinars for seniors, students, women’s organizations and military service members.

    For a list of other SEC outreach activities or to learn more about this global effort to promote investor education and protection and how investors can get involved, visit Investor.gov .




    Credit: U.S. Securities and Exchange Commission
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  • U.S. Securities and Exchange Commisssion Awards Almost 4 Million Dollars to Overseas Whistleblower

    U.S. Securities and Exchange Commisssion Awards Almost $4 Million to Overseas Whistleblower



    Washington DC - - (September 24, 2018) - - The Securities and Exchange Commission today announced that it has awarded nearly $4 million to an overseas whistleblower whose tip led it to open an investigation and whose extensive assistance helped it bring a successful enforcement action.

    “Whistleblowers, whether they are located in the U.S. or abroad, provide a valuable service to investors and help us stop wrongdoing,” said Jane Norberg, Chief of the SEC’s Office of the Whistleblower. “This award recognizes the continued, important assistance provided by the whistleblower throughout the course of the investigation.”

    The SEC has now awarded over $326 million to 59 individuals since issuing its first award in 2012. In that time, more than $1.7 billion in monetary sanctions have been ordered against wrongdoers based on actionable information received by whistleblowers.

    Whistleblowers may be eligible for an award when they voluntarily provide the SEC with original, timely, and credible information that leads to a successful enforcement action. Whistleblower awards can range from 10 percent to 30 percent of the money collected when the monetary sanctions exceed $1 million. All payments are made out of an investor protection fund established by Congress that is financed entirely through monetary sanctions paid to the SEC by securities law violators. No money has been taken or withheld from harmed investors to pay whistleblower awards.

    By law, the SEC protects the confidentiality of whistleblowers and does not disclose information that might directly or indirectly reveal a whistleblower’s identity.

    For more information about the whistleblower program and how to report a tip, visit www.sec.gov/whistleblower .






    Credits: U.S. Securities and Exchange Commission
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  • U.S. Securities and Exchange Commission Staff to Host Nov. 15 Roundtable on the Proxy Process

    U.S. Securities and Exchange Commission Staff to Host Nov. 15 Roundtable on the Proxy Process



    Washington, DC - - (September 21, 2018) - - The Securities and Exchange Commission today announced that its staff will host a roundtable on Nov. 15 to hear investor, issuer, and other market participant views about the proxy process and rules.

    The proxy process is central to investors’ participation in corporate governance at U.S. public companies. The roundtable will focus on key aspects of the U.S. proxy system, including proxy voting mechanics and technology, the shareholder proposal process, and the role and regulation of proxy advisory firms. Chairman Jay Clayton previously announced that the staff would hold a roundtable on the proxy process in light of changes in the marketplace since the Commission issued a 2010 concept release soliciting feedback on the proxy system.

    The roundtable will be held at the SEC’s headquarters at 100 F Street, NE, Washington, DC, and will be open to the public and webcast live on the SEC’s website. Further details on the agenda and participants will be forthcoming.

    Members of the public who wish to provide their views on the proxy process and related SEC rules, either in advance of or after the roundtable, may submit comments electronically or on paper. Please submit comments using one method only. Information that is submitted will become part of the public record of the roundtable and posted on the SEC’s website. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make publicly available.

    Electronic submissions:

    Use of the SEC’s Internet submission form or send an e-mail to rule-comments@sec.gov .

    Paper submissions:

    Send paper submissions in triplicate to Brent Fields, Secretary, Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549-1090.

    All submissions should refer to File Number 4-725, and the file number should be included on the subject line if e-mail is used.

    Paper Comments:

    Send paper comments to Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090.

    All submissions should refer to File Number 4-725, and the file number should be included on the subject line if email is used.




    Courtesy: U.S. Securities and Exchange Commission
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  • U.S. Securities and Exchange Commission Provides Regulatory Relief and Assistance for Hurricane Victims

    U.S. Securities and Exchange Commission Provides Regulatory Relief and Assistance for Hurricane Victims





    Washington, DC - - (September 19, 2018) - - The Securities and Exchange Commission today announced that it is providing regulatory relief to publicly traded companies, investment companies, accountants, transfer agents, municipal advisors and others affected by Hurricane Florence. The loss of property, power, transportation, and mail delivery due to the hurricane poses challenges for some individuals and entities that are required to provide information to the SEC and shareholders.

    To address compliance issues caused by Hurricane Florence, the Commission issued an order that conditionally exempts affected persons from certain requirements of the federal securities laws for periods following the weather event.

    The Commission also adopted interim final temporary rules that extend the filing deadlines for specified reports and forms that companies must file pursuant to Regulation Crowdfunding and Regulation A.



    ADDITIONAL INFORMATION


    In connection with the Commission relief, issued in the order and interim final temporary rules, the Commission staff will take the following no-action positions with respect to affected parties’ obligations under the Exchange Act, the Securities Act, and the Investment Advisers Act:
    • For purposes of eligibility to use Form S-3 (and for well-known seasoned issuer status, which is based in part on Form S-3 eligibility), a company relying on the exemptive order will be considered current and timely in its Exchange Act filing requirements during the relief period if it was current and timely as of the first day of the relief period. After the relief period, a company will continue to be considered current and timely if it files any required report on or before Oct. 29, 2018.
    • For purposes of the Form S-8 eligibility requirements and the current public information eligibility requirements of Rule 144(c), a company relying on the exemptive order will be considered current in its Exchange Act filing requirements during the relief period if it was current as of the first day of the relief period. After the relief period, a company will continue to be considered current if it files any required report on or before Oct. 29, 2018.
    • Companies that receive an extension on filing Exchange Act annual reports or quarterly reports pursuant to the order will be considered to have a due date of Oct. 29, 2018. As such, those companies will be permitted to rely on Rule 12b-25 if they are unable to file the required reports on or before the due date.
    • During the period from Sept. 14, 2018 to Oct. 26, 2018, a registered open-end investment company and a registered unit investment trust will be considered to have satisfied the requirements of Section 5(b)(2) of the Securities Act to deliver a summary or a statutory prospectus, as applicable, to an investor, provided that: (1) the sale of shares to the investor was not an initial purchase by the investor of shares of the company or unit investment trust; (2) the investor’s mailing address for delivery, as listed in the records of the company or unit investment trust, has a ZIP code for which the common carrier has suspended mail service, as a result of Hurricane Florence, of the type or class customarily used by the company or unit investment trust, to deliver summary or statutory prospectuses; and (3) the company, or unit investment trust, or other person promptly delivers the summary or statutory prospectus, as applicable either (a) if requested by the investor, or (b) by the earlier (i) of Oct. 29, 2018 or (ii) the resumption of the applicable mail service.
    • A registered investment adviser will be considered to have satisfied Form ADV filing requirements under Section 204(a) of the Advisers Act and Rule 204-1 thereunder, if: (1) the registrant’s Form ADV filing deadline falls within the period from Sept. 14, 2018 to Oct. 26, 2018; (2) the registrant was or is not able to meet its filing deadline due to Hurricane Florence; and (3) the registrant makes the required Form ADV filing by Oct. 29, 2018.
    • During the period from Sept. 14, 2018 to Oct. 26, 2018, a registered investment adviser will be considered to have satisfied the requirements of Section 204 of the Advisers Act and Rule 204-3(b) thereunder to deliver the written disclosure statements required thereunder to its advisory client, provided that: (1) the client’s mailing address for delivery, as listed in the records of the investment adviser, has a ZIP code for which the common carrier has suspended mail service, as a result of Hurricane Florence, of the type or class customarily used by the adviser to deliver written disclosure statements; and (2) the investment adviser or other person promptly delivers the written disclosure statement either (a) if requested by the client, or (b) at the earlier of (i) Oct. 29, 2018 or (ii) the resumption of the applicable mail service.
    Some companies and other affected persons may require additional or different assistance in their efforts to comply with the requirements of the federal securities laws and therefore are encouraged to contact Commission staff. The Commission staff will address these and any disclosure-related issues on a case-by-case basis in light of their fact-specific nature.


    Courtesy: U.S. Securities and Exchange Commission
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  • U.S. Securities and Exchange Commission Names Rebecca J. Olsen as Director of the Office of Municipal Securities

    U.S. Securities and Exchange Commission Names Rebecca J. Olsen as Director of the Office of Municipal Securities



    Washington, DC - - (September 4, 2018) - - The Securities and Exchange Commission today announced that Rebecca J. Olsen has been named Director of the agency's Office of Municipal Securities (OMS). Ms. Olsen has served as OMS's Acting Director since September 2017.

    The Office of Municipal Securities is responsible for coordinating the SEC's municipal securities activities, including policy development, coordination, and implementation of Commission initiatives to improve the municipal securities market, and administering the Commission's rules pertaining to municipal securities market participants. The office also coordinates with the Municipal Securities Rulemaking Board (MSRB) on rulemaking and enforcement.

    Under Ms. Olsen's leadership, OMS has been closely involved in recent initiatives designed to increase transparency in the municipal securities market, particularly for Main Street investors. For example, on Aug. 15, 2018, the Commission adopted amendments to Exchange Act Rule 15c2-12 designed to better inform investors and other market participants about the current financial condition of issuers of municipal securities and obligated persons. In addition, new MSRB and Financial Industry Regulatory Authority mark-up disclosure rules, which took effect in May 2018, generally require dealers to disclose to investors in the fixed income markets – many of whom are retail investors – the mark-up or mark-down charged on certain principal transactions in municipal and other debt securities. Staff in OMS and the SEC's Division of Trading and Markets approved, under delegated authority, each self regulatory organization's mark-up disclosure rules in November 2016.

    "It is difficult to overstate the importance of the fixed income markets – including the municipal bond market – to the American economy and our Main Street investors," said SEC Chairman Jay Clayton. "Rebecca has a deep knowledge of the U.S. municipal bond market, and she and her talented staff in OMS go to work every day focused on the integrity and transparency of this market and the many municipalities and investors it serves."

    Ms. Olsen added, "I am grateful for the opportunity to lead OMS and to continue working with the talented and dedicated staff in this office and across the agency. I look forward to continue working with Chairman Clayton, the Commissioners, and the staff to protect the long-term interests of Main Street investors in the municipal securities market."

    Ms. Olsen was named as OMS's Deputy Director in May 2015 after previously serving in the role of Chief Counsel for the office. She first joined the SEC in May of 2013 as an attorney fellow in OMS. Prior to joining the SEC, Ms. Olsen worked as a public finance attorney at the law firm of Ballard Spahr, LLP where she served as underwriter's counsel, bond counsel, lender's counsel and borrower's counsel on a wide variety of public offerings and private placements of municipal securities.

    Ms. Olsen earned a bachelor's degree in Political Science from Boston College, a J.D. from the Georgetown University Law Center and an LL.M in International Business Law from the Vrije Universiteit Amsterdam, The Netherlands.




    Courtesy: U.S. Securities and Exchange Commission
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