Archives: SEC Reporting

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SEC Amends Rules to Require Inline XBRL Reporting

Just before Independence Day, the SEC adopted amendments to its eXtensible Business Reporting Language (XBRL) reporting requirements, which will become effective 30 days after their publication in the Federal Register. (Although the amendments apply to both operating companies and funds, I’ll address only the impact on companies.) The amendments will require, on a phased-in basis, … Continue Reading

Recent SEC Comment Letter Trends

In January, I passed along a list of 12 review and comment priorities distributed at the 48th Annual Institute on Securities Regulation in New York by a panel of speakers that included SEC Chief Accountant Wesley Bricker and Chief Accountant of the Division of Corporation Finance Mark Kronforst (see this Doug’s Note). I won’t repeat … Continue Reading

The SEC’s Disclosure Modernization Proposals

Recent proposed rules to modernize and simplify SEC disclosure requirements have gotten a lot of attention. You may recall that the Fixing America’s Surface Transportation (FAST) Act of 2015  directed the SEC to issue a report recommending amendments to Regulation S-K to accomplish those goals. The SEC issued its report in November 2016. The proposals … Continue Reading

The New Auditor Reporting Standards

Late last month, the SEC approved the new auditing standards adopted by the PCAOB back in June, which substantially modify the content of the auditor’s report. They also raise various concerns that public companies and the SEC will need to closely monitor going forward. Critical audit matters disclosure. By far the biggest and most controversial … Continue Reading

The NYC Comptroller and Pension Funds Boardroom Accountability Project 2.0

Board composition is increasingly at the forefront of governance activists’ focus and initiatives. A recent, high-profile example of this comes from New York City Comptroller Scott M. Stringer and the New York City Pension Funds via their Boardroom Accountability Project 2.0. This initiative builds on their 2014 initiative and, according to their press release, is … Continue Reading

An Exhibit Hyperlink Reminder

This past spring, the SEC issued final rules designed to make it easier to access and retrieve exhibits to company filings through the use of hyperlinks. For most companies, this new requirement becomes effective for filings made on or after September 1, 2017, which means it’s time to be sure you are ready. (Smaller reporting … Continue Reading

Sustainability Reporting After the Paris Climate Accord

It’s fair to say that President Trump’s June 1 announcement that the U.S. will withdraw from the Paris climate accord has been widely reported. It’s also fair to say that the announcement triggered a host of passionate reactions, positive and negative, around the world. Within corporate America, a number of high-profile corporations (for example, Apple, … Continue Reading

Securities Act and Exchange Act Form Revisions

In 2012, the Jumpstart Our Business Startups (JOBS) Act created a new category of companies known as “emerging growth companies (EGCs).” The JOBS Act also requires that, once every five years, the SEC indexes various EGC thresholds to reflect changes in the Consumer Price Index for All Urban Consumers. Last week, those new thresholds became … Continue Reading

Don't Forget the Say-on-Frequency Form 8-K

The proxy rules require that public companies submit a nonbinding proposal to their shareholders every six years regarding how often they should hold say-on-pay votes, known as “say-on-frequency.” Most companies held their first say-on-frequency vote in 2011 and will be including another vote in their 2017 proxy statements. (“Smaller reporting companies” were not required to … Continue Reading

It's Official–Exhibit Hyperlinks are Here (Almost)

Last August, the SEC proposed rule amendments that would require companies to include a hyperlink to each exhibit listed in the exhibit index of a registration statement, periodic report or current report. At the time, I wrote that “these amendments are unlikely to be controversial, and you should expect them to be final in short … Continue Reading

More Conflict Minerals Drama

Well, it wouldn’t be February without a “helpful” reminder that Form SD filings are due on May 31st and a new development that casts confusion over the process. This year, the confusion comes in the form of last week’s statement from Acting SEC Chairman Michael S. Piwowar declaring that he has “directed the staff to … Continue Reading

Election Result Risk Factors

January is a good time for calendar-year-end companies to re-evaluate, and update as necessary, their Form 10-K risk factors. This year in particular, the November election results introduce a wide range of new considerations for many companies and industries. It is important, therefore, for each public company to carefully consider how it may be impacted … Continue Reading

Frequent Topics for SEC Comment

Every year about this time various organizations compile surveys of, and provide analysis regarding, SEC comment letters issued during the recent year. This can be a useful predictor of hot topics for the coming year and provides helpful guidance for company disclosures going forward. Perhaps even more helpful is the SEC staff’s own list of … Continue Reading

Section 16 Reporting: The SEC is Watching

It is easy to become complacent about Section 16 reporting. Sometimes it seems that the only people paying any attention to Forms 3, 4 and 5 are plaintiffs’ attorneys looking for short-swing profit transactions. Does the SEC even notice, or care, if the reports themselves are filed or are late? Isn’t it enough to simply … Continue Reading

Tandy Reps are No More

The SEC announced on October 5th that, effective immediately, “Tandy” representations are no longer required in company responses to SEC comment letters. Practically speaking, this requires only a simple template modification to a company’s letter responding to SEC comments. For those of us who have been around for a while, it also means the end … Continue Reading

Exhibit Hyperlinks are Coming

Last week, the SEC proposed rule amendments that would require companies to include a hyperlink to each exhibit listed in the exhibit index of a registration statement, periodic report or current report. The new rules would make it quicker and easier to track down exhibits and are consistent with the SEC’s ongoing efforts to update … Continue Reading

Non-GAAP Disclosure Controls and Procedures

It seems that everyone is focused on non-GAAP financial measures these days, including the SEC. As has been exhaustively reported, SEC Chair Mary Jo White fired the first shot across public company bows back in December 2015, stating that “[b]y some indications,…non-GAAP measures are used extensively and, in some instances, may be a source of … Continue Reading

Sustainability Reporting Gains Momentum

A couple of years ago I suggested that companies should consider adding new, or enhancing their existing, sustainability disclosures. (See this Doug’s Note.) The trend toward sustainability (frequently known as “ESG” for environmental, social and governance) disclosure was picking up steam at that time, and has mushroomed since then. A recent speech by SEC Chair … Continue Reading

(Too) Much Ado About (Almost) Nothing–The Recent Form 10-K Amendment

Borrowing the title of one of Shakespeare’s most famous comedies seems somehow appropriate to describe last week’s amendment to Form 10-K, which formalizes a company’s ability to include a business and financial summary in that report. You may (or may not) recall that the Fixing America’s Surface Transportation (FAST) Act, enacted in December 2015, included … Continue Reading

New Auditor Disclosures and Filing Requirements

As expected, the SEC last week approved rules proposed by the PCAOB last December that further the PCAOB’s ongoing efforts to enhance audit disclosure practices. (See this Doug’s Note.) The rules require auditors to file with the PCAOB a new Form AP, Auditor Reporting of Certain Participants, for each issuer audit. Form AP discloses: The … Continue Reading

Accounting Standard Transition Disclosures–A Reminder from the SEC

New accounting standards appear with metronomic regularity. Some are minor and technical, while others clearly will have major consequences once they take effect. Recent additions include new standards for revenue recognition, lease recognition and financial instrument classification and measurement. And according to Wesley R. Bricker, Deputy Chief Accountant of the SEC, in his recent remarks … Continue Reading
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