Category: Securities
No, please, not another summary!
by Cydney Posner The SEC has adopted an interim final rule implementing a provision of the FAST Act that will expressly allow a company, at its option, to include a summary in its Form 10–K, provided that each item in the summary includes a hyperlink cross-reference to the related material […]
Increasing prevalence of non-GAAP measures in proxy statements
by Cydney Posner According to the WSJ, 2016 saw the biggest gap since 2009 between non-GAAP pro forma results and GAAP results. But non-GAAP measures are not just proliferating in earnings releases, they are also proliferating in proxy statements. The WSJ article reports that, according to Audit Analytics, the term […]
SEC posts Regulatory Flexibility Agenda for 2017
by Cydney Posner As noted in Broc’s blog on thecorporatecounsel.net, the SEC has posted its Regulatory Flexibility Agenda for 2017. And, as Broc observes, these agendas are, to borrow his characterization, purely “aspirational,” and do not commit the SEC to take any of the actions identified or preclude its taking […]
House passes bill for five-year extension of JOBS Act exemption from auditor attestation requirement
by Cydney Posner On Monday, the House passed the Fostering Innovation Act of 2015, notwithstanding this letter to Paul Ryan and Nancy Pelosi from the SEC’s Investor Advocate urging a vote against it. The bill, which presumably now moves to the Senate for consideration, amends Section 404(b) of SOX (internal […]
SEC posts new and revised CDIs on non-GAAP financial measures
by Cydney Posner The SEC’s verbal blitzkrieg on abuses of non-GAAP financial measures has finally made its way into some new and revised CDIs. As discussed in this PubCo post, in early May, SEC Deputy Chief Accountant Wesley Bricker, speaking before the 2016 Baruch College Financial Reporting Conference, emphasized that the […]
SEC adopts final rule amendments completing rulemaking mandate under the JOBS Act
by Cydney Posner Yesterday, the SEC adopted final rule amendments to implement certain sections of the JOBS Act and the FAST Act. The amendments were adopted substantially as proposed in December 2014 (and once again without holding an open SEC meeting). The amendments revise SEC rules to reflect the new, […]
OECD issues New Edition of OECD Due Diligence Guidance on conflict minerals and declassifies Report on Implementation of Guidance
by Cydney Posner Just in time for those Forms SD and conflict minerals reports, due May 31, the OECD has posted a new edition of the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, Third Edition. The third edition states that it “provides […]
With a 341-page concept release, the SEC seeks to simplify and modernize the business and financial disclosure requirements of Reg S-K
by Cydney Posner The SEC has issued a new concept release, as part of its Disclosure Effectiveness Initiative, seeking comment on modernizing certain business and financial disclosure requirements in Reg S-K. The release, which weighs in at a hefty 341 pages, focuses on business and financial disclosures in periodic reports […]
Tweet your 10-K? SEC votes to issue concept release to modernize Reg S-K
by Cydney Posner At an open meeting this morning, the SEC (all three of them) voted to issue a concept release seeking comment on modernizing certain business and financial disclosure requirements in Reg S-K, part of the SEC’s disclosure effectiveness review project. Reg S-K is 30 years old, and evolving […]
No petition for cert in Natl Assoc. of Manufacturers v. SEC, the conflict minerals case
by Cydney Posner No reason to keep checking the SCOTUS website for the SEC’s cert petition in Natl Assoc. of Manufacturers v. SEC, the conflict minerals case. According to this letter from Attorney General Loretta Lynch to House Speaker Paul Ryan (courtesy of thecorporatecounsel.net blog), “[a]lthough the Commission defended the constitutionality of […]
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