If a wire transfer of SEC filing fees does not contain the required information in the proper format, the acceptance of your filing could be delayed. It is critical that you provide to your sending bank or wire transfer service all required information—including the payor’s SEC-assigned CIK (Central Index Key) and the U.S. Treasury account number designated for SEC filers. To receive proper credit, this information must be inserted in the proper fields as well as in the proper format.

To help facilitate this process, we encourage you to use our pre-populated Filing Fee FEDWIRE Payment Template.

For more information on SEC filing fee payment options, please refer to the Payment Options webpage and select the “Filing Fee Registrants” payee type.

Yesterday, the SEC proposed amendments (https://www.sec.gov/rules/proposed/2019/33-10720.pdf) that would modernize filing fee disclosure and payment methods for most SEC forms that require fees to be paid. The amended rules, if approved, would require each fee table and accompanying disclosure to include all required information for fee calculation (not just certain aspects, as is the case under the current rules) in a structured format using inline XBRL. This would purportedly allow the SEC to better automate the fee verification on their end and in theory make the fee process more efficient. The proposed amendments would also add the option for fee payment via Automated Clearing House ("ACH") and eliminate the option for fee payment via paper checks and money orders.

Yesterday the SEC adopted a new rule 163B (Final rule release can be found here) that extends a “test-the-waters” accommodation—currently a tool available to emerging growth companies or “EGCs”—to all issuers.

Under the new rule, all issuers will be allowed to engage in test-the-waters communications with qualified institutional buyers and institutional accredited investors regarding a contemplated registered securities offering prior to, or following, the filing of a registration statement related to such offering. These communications will be exempt from restrictions imposed by Section 5 of the Securities Act on written and oral offers prior to or after filing a registration statement. Under the rule there are no filing or legending requirements; the communications are deemed “offers”; and issuers subject to Regulation FD will need to consider whether any information in a test-the-waters communication would trigger disclosure obligations under Regulation FD or whether an exemption under Regulation FD would apply.

As a reminder, effective on Tuesday, October 1^st, the SEC’s registration fees will increase to $129.80/million dollars registered, an increase from $121.20/million dollars registered.

It is essential that companies pay the accurate registration fee prior to filing or else their registration statements may be rejected by the SEC.

The SEC today voted to propose amendments to the definitions of "accelerated filer" and "large accelerated filer," which are used to determine, among other things, the filing deadlines for periodic reports and the requirement for providing an audit of internal control over financial reporting (ICFR). 

The proposed amendments would better align the definition of accelerated filer with recent changes to the definition of "smaller reporting company" (SRC). The amendments would:

• Exclude from the accelerated and large accelerated filer definitions an issuer that is eligible to be an SRC and had no revenues or annual revenues of less than $100 million in the most recent fiscal year for which audited financial statements are available
• Increase the transition thresholds for accelerated and large accelerated filers becoming a non-accelerated filer from $50 million to $60 million and for exiting large accelerated filer status from $500 million to $560 million
• Add a revenue test to the transition thresholds for exiting both accelerated and large accelerated filer status

As a result of the proposed amendments, smaller reporting companies with less than $100 million in revenues would not be required to obtain an attestation of their ICFR from an independent outside auditor. 

The proposals will be subject to a 60-day public comment period, following which the SEC will determined its next steps.

The SEC recently adopted amendments pursuant to the Fixing America’s Surface Transportation Act (commonly referred to as the FAST Act) to modernize and simplify disclosure requirements in Regulation S-K, and related rules and forms, for public companies, investment advisers and investment companies. Such amendments include changes to, among others, Item 102 (Description of Property), Item 303 (Management’s Discussion and Analysis of Financial Condition and Results of Operations), Item 503 (Prospectus Summary and Risk Factors), Item 601 (Exhibits) and various rules related to incorporation by reference.

Among the most impactful changes are:

1. Allowing companies to generally exclude discussion of the earliest of three years required by Item 303 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) if such discussion has already been included in a prior filing. 

2. Limiting the disclosure required by Item 102 (Description of Property) to only those physical properties that are material.

3. With respect to exhibits to SEC filings (Item 601):

(a) Allowing companies to omit attachments such as schedules and exhibits to their material contracts filed as exhibits to SEC filings if such attachments don't contain material information or were not otherwise disclosed.

(b) Eliminating the requirement (other than for newly reporting companies) to file as exhibits material contracts that were entered into less than two years before that filing.

(c) Permitting companies to omit from material contracts and certain other exhibits to SEC filings confidential information that is not material and would likely cause such companies competitive harm if made public, without requiring companies to first file confidential treatment requests.

(d) Eliminating the requirement to file as an exhibit to SEC filings any document that is incorporated by reference in such filing, but instead requiring companies to provide hyperlinks to documents incorporated by reference.

4. Permitting companies to omit disclosure about Section 16 reports if all reports have been timely filed (and eliminating the box on the cover of Form 10-Ks regarding Section 16 disclosure).

The rules also add a few requirements regarding Inline XBRL tagging of cover pages, among others.

Registrants will be required to disclose on the cover page of Forms 8-K, 10-Q, 10-K, 20-F and 40-F the national exchange or principal U.S. market for their securities, their trading symbol and the title of each class of securities.

The final rules, which can be found here, are effective 30 days after publication in the federal register, except for the amendments to the rules governing the redaction of confidential information in material contracts referenced in Item 3(c) above, which are effective as of the date of publication in the federal register.