The Return of Rule 13q-1

Disclosure of Payments by Resource Extraction Issuers

The SEC adopted rules to require resource extraction issuers to disclose payments made to governments for the commercial development of oil, natural gas or minerals. Disclosures will be made annually on Form SD using an XBRL exhibit, starting with an issuer’s fiscal year ending no earlier than September 30, 2018.

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See the Final Rule.

Inline XBRL Enters the SEC Compliance Picture

SEC Launches Voluntary Program for Filers

Through March 2020, filers can choose to integrate their XBRL data directly within their EDGAR HTML documents using Inline XBRL. The EDGAR System was updated to accept filings that contain Inline XBRL within the submission document. GoFiler successfully submitted its first Inline XBRL filing to EDGAR November 14, 2016.

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Form ABS-EE Goes Live

Asset-Level Requirements Became Effective November 23

Form ABS-EE is an XML form that issuers of asset-backed securities must use to file Exhibit 102 (Asset Data File) and Exhibit 103 (Asset Related Document). The form became effective November 23, 2016.

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IM Reporting Gets an Update

SEC Finalizes Rules to Modernize Information Reported By Funds

The SEC aims to enhance data reporting for mutual funds, ETFs and other registered investment companies by requiring registered funds to file a new monthly portfolio reporting form (Form N-PORT) and a new annual reporting form (Form N-CEN) that contains census-type information (both become effective in June 2018).

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See the Final Rule.

SEC Permits Swing Pricing

Open-end Funds, Excluding ETFs and Money Market Funds, Allowed to Use Swing Pricing

It’s the act of adjusting a fund’s NAV per share to pass certain costs associated with trading activities on to purchasing or redeeming shareholders. The SEC’s amendments to permit the use of swing pricing become effective November 19, 2018. Funds that use swing pricing would provide additional disclosures to the SEC on Form N1-A.

See the Final Rule.

New Requirement For Funds

Mutual Funds Must Establish Liquidity Risk Management Programs

Rule 22e-4 would require mutual funds and other open-end management investment companies, including ETFs, to establish liquidity risk management programs. The rule excludes money market funds from the requirement. The compliance date is December 1, 2018 for larger funds, and June 1, 2019 for smaller entities.

See the Final Rule.

New Exemptions For Intrastate Offerings

Rule 147A Allows Issuers To Make Offers Accessible To Out-of-state Residents

The SEC is establishing a new rule that allows issuers to make offers accessible via an unrestricted publicly-available website (or other form of modern mass media) provided that the sales of securities are limited to in-state residents only.

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See the Final Rule.

Form ADV Modernized

SEC Looks To Enhance Information Reported By Investment Advisors

Amendments to the Investment Advisors Act rules will require investment advisers to provide additional information regarding their separately managed account business and about other aspects of their advisory business. Advisors will also need to maintain additional records related to the calculation and distribution of performance information.

See the Final Rule.

More Regulation For Security-Based Swaps

SEC Continues To Improve Transparency in the Securities-Based Swap Market

The SEC took steps throughout the year to improve accessibility to transaction information, to establish accurate, timely trade acknowledgment and verification requirements, and to broaden the scope of Regulation SBSR.

See the Final Rule (Rule 901(a)(1)).

See the Final Rule (Rules 15Fi-1 and 15Fi-2).

See the Final Rule (Rules 15Fh-1 through 15Fh-6 and Rule 15Fk-1).

JOBS and FAST Acts Bring Change

Section 12(g) of the Exchange Act Amended To Revise Rules Related to Reporting Thresholds

The thresholds for registration and termination of registration under Section 12(g) and for suspension of reporting obligations under Section 15(d) that are based on the number of security-holders were changed to reflect the new thresholds established by the JOBS Act and the FAST Act.

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See the Final Rule.

SEC Starts Regulating the Sale of Securities Via Crowdfunding

EDGAR Form C Used To Disclose Crowdfunding Activities Became Effective

The JOBS Act created a federal exemption that allows crowdfunding to be used to offer and sell securities. The SEC’s Form C, which is used to report crowdfunding activities to the SEC via EDGAR, went live on May 16.

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