The SEC has proposed a rule to update the dollar threshold for a fund to qualify as a “qualifying venture capital fund” for purposes of section 3(c)(1) of the Investment Company Act of 1940. Qualifying venture capital funds are not included in the Act’s definition of an “investment company.” The rule is intended to update the dollar threshold from the current standard of $10 million to $12 million aggregate capital contributions and uncalled committed capital. Under the Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018, the SEC is required to index the dollar figure for this threshold to inflation once every five years. Continue reading "SEC Proposes to Revise Definition of Qualifying..." »

The SEC has provided guidance on how to prepare and submit Inline XBRL filing fee exhibits (EX-FILING FEES) to the EDGAR system. This guidance is provided in accordance with the SEC’s Filing Fee Disclosure and Payment Methods Modernization rule, adopted in October 2021. As a reminder, GoFiler already provides a new filing fee disclosure preparation tool. Continue reading "SEC Provides Guidance on Inline XBRL Filing Fee..." »

The SEC will be closed Monday, February 19th in observance of President’s Day/Washington’s Birthday. The EDGAR System will not receive, process, or accept filings on this day. Filings with a due date of February 19th will be due the following business day, Tuesday, February 20th. The FERC will also be closed in observance of the federal holiday. eForms will accept filings submitted on February 19th. {expires: 2024-02-20} Continue reading "President’s Day" »

On February 8th, the SEC announced that, in conjunction with the Commodity Futures Trading Commission (CFTC), it has adopted amendments to Form PF that are designed to modernize reporting requirements for all filers and large hedge fund advisers. Form PF is the confidential reporting form for certain SEC-registered investment advisers to private funds. This includes those also registered with the CFTC as a commodity pool operator (CPO) or commodity trading adviser (CTA). The adopted revisions are intended to provide further insight into private funds’ operations and strategies, reduce reporting errors, and assist in identifying trends (those that could improve data quality and comparability). Continue reading "SEC Approves Amendments to Enhance Private Fund..." »

On February 6th, the SEC announced that it adopted two new rules that would require market participants who engage in certain dealer roles (especially those who assume significant liquidity-providing roles in the markets) to register with the SEC pursuant to Sections 15 and 15C of the Exchange Act, to become members of a self-regulatory organization (SRO), and to comply with federal securities laws and regulatory obligations as well as any applicable SRO and Treasury rules and requirements. Continue reading "SEC Approves New Rules to Include Certain..." »

On February 5, 2024, the SEC implemented EDGAR Release 24.0.2, which includes changes to the filing cut-off times for Schedules 13D and 13G, as well as updates to Forms N-MFP3 and Form N-PX. Continue reading "SEC Announces EDGAR Release 24.0.2" »

On January 26th, the Financial Accounting Standards Board (FASB) released two proposed Taxonomy Implementation Guides based on the 2024 US GAAP Financial Reporting Taxonomy, which is currently under consideration by the SEC. These guides focus on the XBRL modeling for the reporting of leases and reporting by investment companies. Continue reading "FASB Releases Proposed Taxonomy Implementation..." »

The SEC’s Division of Trading and Markets has announced that it has rescheduled its open meeting to Tuesday, February 6, 2024, at 10:00 a.m. The meeting was originally scheduled for Wednesday, January 31, at 9:30 a.m. ET. The meeting is free, open for the public to attend and will be webcast on sec.gov. During the meeting, the Division will explore the definition of certain phrases as they relate to the regulation of liquidity providers. {expires: 2024-02-07} Continue reading "SEC’s Division of Trading and Markets to Hold..." »

On January 29th, the EDGAR system has been updated with interim release 24.0.1 and now supports the Filing Fee Disclosure (FFD) taxonomy. This taxonomy provides the elements for tagging data related to the SEC’s new rule on filing fee disclosures using Inline XBRL. Continue reading "SEC Announces 2024 Filing Fee Disclosure (FFD)..." »

On January 29th, the SEC released EDGAR Release 24.0.1. This was a minor release that introduced a flag to indicate the inclusion of the new structured filing fee exhibit in applicable filings. Continue reading "SEC Announces EDGAR Release 24.0.1" »

On January 24th, the SEC adopted rules designed to strengthen investor protections in initial public offerings by special purpose acquisition companies (SPACs) and in subsequent business combination transactions among SPACs and private operating companies (de-SPAC transactions). These new rules include structured data reporting requirements. Continue reading "SEC Approves Rules to Improve Investor..." »