Division of Corporation Finance Director Keith Higgins to Leave SEC

The Securities and Exchange Commission today announced that Keith F. Higgins, Director of the SEC’s Division of Corporation Finance, plans to leave the SEC in early January.

Since joining the SEC in June 2013, Mr. Higgins led the Division’s implementation of significant rulemaking and other responsibilities under the Dodd-Frank Wall Street Reform and Consumer Protection Act, Jumpstart Our Business Startups Act (JOBS Act), and Fixing America’s Surface Transportation Act (FAST Act). He also oversaw the Division’s program to review the securities filings of thousands of issuers each year to facilitate capital formation and ensure that investors receive full and fair disclosure about the public companies in which they invest, and guided the Division’s efforts to provide interpretive advice to market participants about their obligations under the federal securities laws.

“Keith has brought tremendous energy and expertise to the Division of Corporation Finance’s mission to protect investors and facilitate capital formation,” said SEC Chair Mary Jo White. “He led our extensive rulemaking efforts and has charted a course to make our disclosure system more effective for investors and companies.”

Mr. Higgins said, “It has been an honor to serve under Chair White and to have led the Division of Corporation Finance’s talented and committed staff. I am proud of what we have been able to accomplish to enhance the agency’s disclosure program, protect investors, and promote capital formation. I will always be grateful for this experience.”

As Director, Mr. Higgins directed the Division’s disclosure effectiveness project. The goal of this initiative is to comprehensively review the Commission’s disclosure requirements and make recommendations on how to update them to facilitate timely, material, and more meaningful disclosure by companies to their shareholders. The initiative has already led to a number of notable products, including:

• Commission issuance of a concept release seeking public input on modernizing the business and financial disclosure requirements in Regulation S-K
• Request for comment on revisions to certain financial reporting and disclosure requirements under Regulation S‑X
• Proposing release to modernize property disclosures for mining registrants
• Proposing release to eliminate redundant and outdated disclosure requirements
• Proposing release to require hyperlinks to exhibits in filings

Mr. Higgins also oversaw the completion of all rulemakings directed by the JOBS Act, including adoption of final rules to:

• Allow general solicitation and general advertising for offers made under Rule 506
• Increase access to capital for smaller companies under Regulation A
• Permit companies to offer and sell securities through securities-based crowdfunding

Recently, he oversaw the effort that led to the Commission’s adoption of new rules to facilitate intrastate and regional securities offerings under Rules 147 and 504. He also directed several major rulemaking initiatives under the Dodd-Frank Act, including those related to executive compensation matters and the Commission’s adoption of final rules for asset-backed securities and risk retention.

Mr. Higgins led efforts to implement the FAST Act, which among other things resulted in rulemakings to permit summary information in Form 10-K and to permit emerging growth companies to take advantage of simplified requirements in certain registration statements, as well as  the submission to Congress of a staff report on disclosure simplification and modernization. He also oversaw the recent rulemaking to propose an increase to the financial thresholds used in the smaller reporting company definition and to propose proxy rules to require parties in contested director elections to provide shareholders with universal proxy cards that include the names of all board nominees. During Mr. Higgins’ tenure, the Division also issued significant guidance on proxy advisory firms, shareholder proposals, general solicitation and non-GAAP financial measures.

Prior to joining the SEC, Mr. Higgins practiced law for more than 30 years at Ropes & Gray LLP in Boston, where he advised public companies and other market participants on securities offerings, mergers and acquisitions, compliance and corporate governance.

Upon Mr. Higgins’ departure, Shelley Parratt, Deputy Director for the Division of Corporation Finance, will become the acting Director. Ms. Parratt has served previously as acting Director.

Ms. Parratt has served as Deputy Director of the Division since 2003, and has been responsible for assisting in strategic planning and developing Division policies and procedures and overseeing the disclosure review program.

Ms. Parratt came to the SEC’s Division of Corporation Finance in 1986. She received her M.B.A. from Syracuse University and her B.A. from St. Lawrence University.