The SEC is holding issuers and their officials accountable for 15c2-12 disclosure failures. Underwriters are demanding more complete disclosure and policies, procedures and processes to gain comfort around your practices. This is the new normal when it comes to 15c2-12.
DIVER Disclosure Management tools help maximize access to capital markets and minimize regulatory risks.
Specifially, Issuers need to be able to give Underwriters and the marketplace confidence that:
All representations in the POS/OS are accurate.
The Issuer will comply with their disclosure requirements going forward.
We recommend the following best practices:
Address the Past and Ensure Accuracy in the POS and OS Disclosure by conducting a detailed 15c2-12 five-year look-back analysis to understand filing obligations and identify missed filings.
Utilize a notification service to alert you in advance of upcoming filing obligations such as the Audit and Financial and Operating data.
Consider a statement in the new issue POS/OS regarding steps taken and the use of a notification/monitoring service for prospective filing obligations and post-filing 15c2-12 “refresh” to ensure filings are done properly.