Category: Securities

T+2?

by Cydney Posner At an open meeting this morning, the SEC voted to propose shortening the standard settlement cycle for most broker-dealer transactions from three business days after the trade date to two business days after the trade date, i.e., T+2.  The SEC’s mandatory settlement cycle (Rule 15c6-1) was first […]

Auditor independence follow-up (updated)

by Cydney Posner As discussed in this PubCo post, last week, the SEC announced settled charges against EY and individual EY auditors (and certain officers at the audit clients involved) with regard to alleged violations of the auditor independence rules as a result of “close personal relationships” with officers at […]

New CDI regarding investments through a self-directed “brokerage window” under a 401(k)

by Cydney Posner Today, Corp Fin posted a new CDI under both Securities Act Section 5 and Form S-8.   The CDI involves the issue of whether a company-sponsored 401(k) plan that does not offer an employer securities fund as an investment alternative might still be deemed to be offering employer […]

First SEC enforcement actions for violations of auditor independence rules resulting from personal relationships

by Cydney Posner In two orders made public today, the SEC announced settled charges against EY and individual EY auditors (and officers involved at the subject companies) with regard to alleged violations of the auditor independence rules as a result of “close personal relationships” with officers at audit clients.  According […]

Ninth Circuit addresses SOX 304 clawback requirements and liability for Rule 13a-14 false certifications

by Cydney Posner A new case from the 9th Circuit, SEC v. Jensen, is the first circuit court case to confirm the SEC’s position that the “clawback” provisions of SOX 304 provide for a disgorgement remedy against CEOs and CFOs when the issuer has restated its financial statements as a […]

The unintended consequences of say on pay

by Cydney Posner This post from the Columbia Law School CLS Blue Sky blog, “Should Say-on-Pay Votes Be Binding?,”  by two executives from the Institute for Governance of Private and Public Organizations  in Canada, in exploring the issue raised in the post’s title, looks at the question of the effectiveness and […]

BDO analysis of tech industry risk factors shows increased impact of cybersecurity and M&A concerns

by Cydney Posner An analysis by audit firm BDO of the incidence of disclosure of various risk factors among tech companies over five years reflects increased emphasis on security breaches, the impact of M&A (including goodwill impairment) and accounting and internal control compliance as key issues affecting the industry.  Regulatory […]

SEC sets fee rates for fiscal 2017

by Cydney Posner On August 31,  the SEC announced that the fees for registration of securities and certain other transactions in fiscal 2017 will be $115.90 per million dollars, up from $100.70 per million dollars last year. These rates are set each year to levels the SEC projects will generate collections […]

When the SEC speaks about non-GAAP measures, it turns out that most companies listen

by Cydney Posner In this article, the WSJ reports on new data, prepared for the WSJ by Audit Analytics, showing how faithfully companies have conformed their disclosures to the recent guidance from the Corp Fin staff on non-GAAP financial measures. (See this PubCo post.)   As more and more companies have prominently […]

GAO issues second annual conflict minerals report

by Cydney Posner The GAO has issued its annual conflict minerals report to Congress, entitled  “Companies Face Continuing Challenges in Determining Whether Their Conflict Minerals Benefit Armed Groups.” The GAO is required to report annually on the effectiveness of the SEC’s conflict minerals rule in promoting peace and security in […]