Today, the SEC announced they will reduce the number of days they hold SEC comment letters and response letters (CORRESP) before releasing them through the EDGAR system. Beginning January 1, 2012, the SEC will release filing review correspondence a minimum of 20 days following the completion of the review instead of the current 45 days.

Included in the EDGAR Filer Manual (Volume I) General Information (Version 11) which was updated on November 21, 2011, the SEC lists changes to submission form types 13F-HR, 13F-NT and their amendments. Valid period dates have been updated to include March 31, June 30, September 30, or December 31.

Today, the SEC approved new rules that make it more difficult for companies to go public through a reverse merger and list on  the Nasdaq, NYSE, and NYSE Amex exchanges.

Under the new rules these three exchanges will impose tough new listing requirements for companies that become public through a reverse merger. In general, companies would be prohibited a company to list until they until:

• The company has completed a one-year “seasoning period” by trading in the U.S. over-the-counter market or on another regulated U.S. or foreign exchange following the reverse merger, and filed all required reports with the Commission, including audited financial statements.

• The company maintains the requisite minimum share price for a sustained period, and for at least 30 of the 60 trading days, immediately prior to its listing application and the exchange’s decision to list.

The full press release is available at: http://www.sec.gov/news/press/2011/2011-235.htm

An SEC investor alert issued prior to the new regulations is available at: http://www.sec.gov/investor/alerts/reversemergers.pdf

The Securities and Exchange Commission (SEC) recently adopted a new rule (Rule 13h-1) which requires filing of Form 13H.  This new rule is of interest to investment advisers because it requires “large traders” to register by filing new Form 13H with the SEC.  Once firms initial Form 13H is filed, the SEC will assign each large trader an identification number (LTID), which the large trader must then provide to its registered broker-dealers.  Rule 13h-1 becomes effective October 3, 2011, and large traders will have until December 1, 2011, to file Form 13H.

The final rule is available at: http://www.sec.gov/rules/final/2011/34-64976.pdf

Securex, as a full service financial printer and SEC filing agent, is able to assist your firm with filing Form 13H with the SEC. Please contact us at 877-SEC-FILE for assistance.

EDGARLink Retirement!!

EDGARLink is moving on-line!! In November 2010, we introduced the new EDGARLink Online Application, an on-line version of the tool that filers use to create their submission documents to be filed with the SEC. This new on-line version has more immediate validation, more user friendly help screens, and eliminates the need for the filer to be concerned with keeping local software and templates up to date. With the introduction of our totally on-line version of EDGARLink, it is time to retire our old client version of the software. The SEC has selected the month of August to turn off the old client EDGARLink tool and accept filings through the EDGARLink Online Application only. Starting Monday, August 1, 2011, filings created by the offline tool EDGARLink client or those constructed by filers according to the EDGAR XFDL Technical Specification will no longer be accepted.

Those filers that use the EDGAR XFDL Technical Specification to create filer-constructed submissions without the use of the EDGARLink tool, and wish to do the same outside of the EDGARLink Online Application, can do so by using the EDGARLink Online XML Technical Specification (see the EDGAR Filer Manual and Technical Specifications section of the Information for EDGAR Filers webpage).

Filers may use the current Filer Support lines (202-551-8900) for assistance.

On Wednesday, July 21, 2010,  the Dodd-Frank Act took effect which, among other measures, exempts smaller reporting companies from the Sarbanes-Oxley (SOX) requirement under Section 404(b) for an auditor report on management’s assessment of internal controls over financial reporting.  Under the new law. exempt companies are those that are  “non-accelerated filers” which are defined by the SEC as company with non-affiliated market capitalization under 75 million or more, measured at the end of the previous year’s second quarter.

The SEC will hold a public seminar June 4th beginning at 10:00 a.m. EDT to discuss the reporting rules and the XBRL taxonomy for open-end mutual funds.

The compliance date for open end mutual funds is January 1, 2011 and requires them to comply with new rules to file data in the risk/return summary section of the prospectus using XBRL.

The full SEC press release is available at: http://www.sec.gov/news/press/2010/2010-71.htm

Effective April 1, 2010, the Section 31 transaction fee rate will be set at $16.90 per million.

Securex has a fee rate calculator to assist in the calculation of fees applicable to your SEC registration statement. The free tool is available at:  http://secfile.net/fee_calculator.htm

A copy of the SEC release follows:

Washington, D.C., March 1, 2010 – Pursuant to Section 31 of the Securities Exchange Act of 1934, the Commission has determined that a mid-year adjustment to the Section 31 transaction fee rate is necessary.  Effective on April 1, 2010, the Section 31 transaction fee rate will be set at $16.90 per million.

The Exchange Act requires the Commission to adjust the Section 31 fee rate if it estimates that the baseline estimate of dollar volume that was used to calculate the annual adjusted rate for fiscal year 2010 is reasonably likely to be 10 percent (or more) greater or less than the actual dollar volume of securities transactions for fiscal year 2010.  The Commission determined the mid-year adjustment using a methodology developed in consultation with the Congressional Budget Office and the Office of Management and Budget, as required by Section 31(j)(2) of the Exchange Act.  This methodology used market projections based on the most recent information on dollar volume of securities transactions thus far in fiscal year 2010.  A copy of the Commission’s order and calculation methodology is available at http://www.sec.gov/rules/other/2010/34-61605.pdf .

This rate change does not apply to the Section 31 assessment on security futures transactions, which will remain at the current rate of $0.0042 per round turn transaction.

The Office of Interpretation and Guidance in the Commission’s Division of Trading and Markets is also available for questions on Section 31 at (202) 551-5777, or by e-mail at tradingandmarkets@sec.gov.  In addition, useful guidance on Section 31 can be found on the SEC’s website at http://www.sec.gov/divisions/marketreg/sec31feesbasicinfo.htm and http://www.sec.gov/divisions/marketreg/sec31info.htm.

The Commission will announce the fiscal year 2010 rates for fees paid under Section 6(b) of the Securities Act of 1933 and Sections 13(e), 14(g), and 31 of the Exchange Act no later than April 30, 2010.  Those rates will become effective on Oct. 1, 2010, or 30 days after the date on which the Commission receives its fiscal year 2011 regular appropriation, whichever date comes later.

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The SEC just release information on an upcoming seminar which will include a webcast to help companies comply with XBRL reporting.  The full press release follows:

SEC Staff to Hold Seminar to Help Companies Comply With XBRL Reporting Rules

FOR IMMEDIATE RELEASE
2010-25

Washington, D.C., Feb. 23, 2010 — Securities and Exchange Commission staff will conduct a public seminar next month to help companies and preparers comply with rules that require financial reports to be filed using eXtensible Business Reporting Language, (XBRL), which can provide investors quicker access to the data they want in a format that’s easily used, searched and analyzed.

The seminar will help answer frequently asked questions about the rules and technology requirements. SEC staff will present information to help corporate filers understand how to comply with the rules.

SEC staff also will provide an overview of the XBRL taxonomy — the list of tags associated with Generally Accepted Accounting Principles (U.S. GAAP). Staff also will discuss the recently announced role of the Financial Accounting Foundation in maintaining that taxonomy in conjunction with its GAAP standard-setting activities. SEC staff will provide guidance on other tools and information available to assist with compliance.

To ensure that the seminar is responsive to the needs of companies and preparers, the SEC staff is seeking suggested questions and topics to be discussed at the seminar. Interested parties should e-mail their questions to Ask-OID@sec.gov and include “Public Education Seminar” in the subject line.

The seminar will be held on March 23 beginning at 1 p.m. ET in the auditorium at the SEC’s headquarters (100 F Street N.E. in Washington D.C.). The event also will be webcast on the SEC Web site.

Seating for the seminar will be on a first-come, first-served basis. Reasonable accommodations for persons with disabilities attending this event in person can be arranged by submitting a request to DisabilityProgramOfficer@SEC.gov three business days prior to the event. Captioning will provided on the SEC webcast.

For additional information about the seminar, contact Ask-OID@sec.gov or (202) 551-4144.

Federal agencies in the Washington, DC, area will continue to be closed Thursday, February 11th due to severe weather conditions.  The EDGAR system will not be closed and is still available to accept file  submissions until 10:00 p.m. Eastern Time Thursday.

Additional details are available at: http://www.opm.gov/status/