Tag Archives: SEC Division of Corporation Finance

Will pay-ratio disclosure benefit investors?

by Cydney Posner

One of the arguments that has often been used to oppose the Dodd-Frank pay-ratio provision is that the rule does not really provide information that benefits investors; instead, the argument goes, the real animus for the rule is a political effort to focus attention on inequality.  Now, an analysis of governance ratings from Bank of America Merrill Lynch, reported in the WSJ, suggests that pay-ratio information just could provide some warning signs that investors may find valuable. Continue reading

Leave a comment

Filed under Corporate Governance, Executive Compensation

Corp Fin posts FAQs regarding extension of process for confidential submission of draft registration statements

by Cydney Posner

On June 29, Corp Fin announced that it was extending the process for confidential submission of draft registration statements, currently available only for IPOs of emerging growth companies, to IPOs of companies that are not EGCs, as well as for most follow-on offerings made in the first year after going public. The extension of this confidential process will allow more companies to defer the public disclosure of sensitive or competitive information until they are almost ready to market the offering—and potentially to avoid the public disclosure altogether if they ultimately decide not to proceed with the offering. The new process will become available on July 10, 2017. (See this PubCo post.) Subsequently, Corp Fin issued a series of FAQs to provide additional guidance.   Continue reading

Leave a comment

Filed under Securities

You no longer have to be an EGC to…

by Cydney Posner

…submit a confidential draft registration statement for IPOs, as well as for most offerings made in the first year after going public, Corp Fin announced yesterday.  Until now, that beneficial process, first permitted by the JOBS Act, has been available only to emerging growth companies. The extension of this confidential process will allow more companies to defer the public disclosure of sensitive or competitive information until they are almost ready to market the offering—and potentially to avoid the public disclosure altogether if they ultimately decide not to proceed with the offering. According to the press release, the change “will provide companies with more flexibility to plan their offering. The nonpublic review process after the IPO reduces the potential for lengthy exposure to market fluctuations that can adversely affect the offering process and harm existing public shareholders. By requiring a public filing period prior to the launch of marketing, the process incorporates a feature of the EGC review process that provides an opportunity for the public to evaluate those offerings.” The new process will become available on July 10, 2017. Continue reading

Leave a comment

Filed under Securities

Does it pay to challenge the SEC over non-GAAP financial measures?

by Cydney Posner

As discussed in this article, the WSJ engaged Audit Analytics to perform an analysis of SEC comment letters and company responses regarding the use of non-GAAP financial measures. What did they find?  Companies are winning the argument more often than you might think. Continue reading

Leave a comment

Filed under Accounting and Auditing, Securities

Letter from six senators challenges authority of Acting SEC Chair on conflict minerals no-action position

by Cydney Posner

It’s not only the NGOs that have expressed their dismay at the no-action position taken by Corp Fin and Acting SEC Chair Michael Piwowar with regard to compliance by companies with the conflict minerals rule. In this April 26 letter, six U.S. Senators express their doubt about the “legal basis” for the Acting Chair’s “unilateral move” to halt enforcement of the rule. Continue reading

Leave a comment

Filed under Corporate Governance

GAO issues annual report showing only slight progress in disclosures on conflict minerals

by Cydney Posner

The GAO has recently issued its third annual report on conflict minerals. The GAO is required by Dodd-Frank to report annually on the effectiveness of the SEC’s conflict minerals rule in promoting peace and security in the DRC and adjoining countries  (the “covered countries”) as well as on the rate of sexual violence in war-torn areas of the covered countries. (To read about last year’s report, see this PubCo post.) One sentence in the report says it all: “Our review of companies’ conflict minerals disclosures filed with SEC in 2016 found that, in general, they were similar to disclosures filed in prior years.” In light of the provision in the Financial CHOICE Act of 2017 that would repeal the Dodd-Frank conflict minerals mandate, you have to wonder if this will be the GAO’s last report on the topic?  (See this PubCo post.) Continue reading

Leave a comment

Filed under Corporate Governance, Securities

Senate hearing on conflict minerals law reveals common theme

by Cydney Posner

On April 5, just prior to the release of  Corp Fin’s Updated Statement on conflict minerals, the Senate Subcommittee on Africa and Global Health Policy held a hearing on the effects on the Democratic Republic of the Congo of Section 1502 of Dodd-Frank and the SEC’s related conflict minerals rule, examining the approach taken in the rule and its achievements.  The hearing comes as Congress considers whether and how to revise Section 1502.  While the witnesses were divided in their views of the value of Section 1502, surprisingly, there was something of a common theme — that the illicit trade in conflict minerals is more a symptom of the problem in the DRC region, not at the root, and that addressing the trade issue alone will not suffice.  Continue reading

Leave a comment

Filed under Corporate Governance, Securities