The SEC voted on July 22nd to adopt amendments to rules governing proxy solicitations. These rules are designed to ensure that clients of proxy voting advice businesses have reasonable access to more transparent, accurate, and complete information. Timely access to such information is vital in making sound voting decisions. These amendments aim to facilitate the ability of those who use proxy voting advice (investors and others who vote on investors’ behalf) to make such informed voting decisions without creating situations where undue costs or delays adversely impact the timely provision of proxy voting advice.
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On July 10th, the SEC announced it is considering amendments to Form 13F that would update the reporting threshold for institutional investment managers and make other targeted changes. Form 13F was adopted pursuant to a 1975 statutory directive designed to provide the SEC with data from larger managers about their investment activities and holdings. This information permits the SEC to take these larger managers’ influence and impact into account in maintaining fair and orderly securities markets. Since that time, the reporting threshold has not been adjusted. Section 13(f) of the Securities Exchange Act gives the SEC broad rulemaking authority to determine the size of the institutions required to file reports and the authority to raise or lower this threshold. Increasing the threshold would allow the SEC to continue to monitor the holdings of larger investment managers while reducing compliance and other burdens on smaller managers.
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The staff of the SEC’s Division of Corporation Finance, the Division of Investment Management, and the Division of Trading and Markets has issued a statement regarding Rule 302(b) of Regulation S-T. This statement pertains to concerns stemming from the ongoing COVID-19 pandemic. The SEC has received inquiries from persons and entities subject to Regulation S-T concerning these authentication document retention mandates under Rule 302(b). These requirements can prove to be difficult to meet in light of health, transportation, and other logistical issues raised by the spread of coronavirus disease. This staff statement is temporary and remains in effect until the staff provides public notice that it no longer applies. Such notice will be published at least two weeks before the announced termination date.
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