Advisory Committee on Improvements to Financial Reporting
The Securities and Exchange Commission Advisory Committee on Improvements to Financial Reporting is providing notice that it will hold a public meeting on Friday, January 11, 2008, in the Multipurpose Room, Room L-006, at the Commission's main offices, 100 F Street, NE., Washington, DC, beginning at 9:30 a.m. The meeting will be open to the public. The meeting will be webcast on the Commission's Web site at http://www.sec.gov. The public is invited to submit written statements for the meeting. The agenda for the meeting includes: (1) Discussion and deliberation of a Committee progress report with concrete proposals and conceptual approaches based on the Committee's work to date in the areas of substantive complexity, standard setting, audit process and compliance and delivery of financial information; (2) a decision to use the Committee progress report as the basis for a report to be published for public comment; and (3) a discussion of next steps and planning for the next meeting.
Revisions to Form S-11 To Permit Historical Incorporation by Reference
We are proposing to amend Form S-11, a registration statement used by real estate entities to register offerings under the Securities Act of 1933. The amendments would permit an entity that has filed at least one annual report and that is current in its reporting obligations under the Securities Exchange Act of 1934 to incorporate by reference into Form S-11 information from its previously filed Exchange Act reports and documents. The proposed amendments are identical to amendments to Forms S-1 and F-1 previously adopted by the Commission and effective as of December 1, 2005.
Concept Release on Possible Revisions to the Disclosure Requirements Relating to Oil and Gas Reserves
The Commission is publishing this Concept Release to obtain information about the extent and nature of the public's interest in revising oil and gas reserves disclosure requirements which exist in their current form in Regulation S-K and Regulation S-X under the Securities Act of 1933 and the Securities Exchange Act of 1934. The Commission adopted the current oil and gas reserves disclosure requirements between 1978 and 1982. In the decades that have passed since the adoption of these rules, there have been significant changes in the oil and gas industry. Some commentators have expressed concern that the Commission's rules have not adapted to current practices and may not provide investors with the most useful picture of oil and gas reserves public companies hold.
Revisions to Rules 144 and 145
Rule 144 under the Securities Act of 1933 creates a safe harbor for the sale of securities under the exemption set forth in Section 4(1) of the Securities Act. We are shortening the holding period requirement under Rule 144 for ``restricted securities'' of issuers that are subject to the reporting requirements of the Securities Exchange Act of 1934 to six months. Restricted securities of issuers that are not subject to the Exchange Act reporting requirements will continue to be subject to a one-year holding period prior to any public resale. The amendments also substantially reduce the restrictions applicable to the resale of securities by non-affiliates. In addition, the amendments simplify the Preliminary Note to Rule 144, amend the manner of sale requirements and eliminate them with respect to debt securities, amend the volume limitations for debt securities, increase the Form 144 filing thresholds, and codify several staff interpretive positions that relate to Rule 144. Finally, we are eliminating the presumptive underwriter provision in Securities Act Rule 145, except for transactions involving a shell company, and revising the resale requirements in Rule 145(d). We believe that the amendments will increase the liquidity of privately sold securities and decrease the cost of capital for all issuers without compromising investor protection.