By Cydney Posner

Next week, the SEC will be voting on adoption of interpretive guidance for management regarding its evaluation and assessment of internal control over financial reporting under SOX 404. In addition, the agenda includes consideration of whether to make a number of possibly far-reaching proposals addressing the registration and disclosure requirements for smaller companies, as well as private offerings of securities, including:

  • amendments to increase the number of companies eligible for the scaled disclosure and reporting requirements for smaller reporting companies;
  • 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;
  • exemptions from the registration requirements of the Exchange Act for grants of compensatory employee stock options by non-reporting companies;
  • a new Reg D exemption for offers and sales of securities to a newly defined subset of "accredited investors," as well as revisions to the Reg D definition of "accredited investor," disqualification provisions, and integration safe harbor and to provide interpretive guidance regarding integration;
  • revisions to Form D and mandatory electronic filing of Form D; and
  • 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 amendments to Rule 145.

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