Tag: SEC Division of Corporation Finance
Climate change tops the list of issues in comments on Reg S-K concept release
by Cydney Posner According to BNA, at a recent conference, Corp Fin Director Keith Higgins reported that the highest proportion of comments so far received on the Reg S-K Concept Release related to better environmental and social responsibility disclosure. As SEC Chair Mary Jo White indicated a few months ago: the […]
Has Corp Fin “evolved” on exclusion of proxy access proposals under Rule 14a-8(i)(10)?
by Cydney Posner Until yesterday, there were five no-action requests regarding proxy access proposals from the McRitchie/Chevedden group awaiting responses from Corp Fin as to whether the proposals could be excluded on the basis that they had been “substantially implemented” under Rule 14a-8(i)(10). The burning question was whether there would […]
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 […]
SEC requests comment on non-financial/non-business items in Reg S-K
by Cydney Posner The SEC has posted a request for comment on some of the Reg S-K disclosure requirements that were not specifically covered in the Reg S-K Concept Release, issued earlier this year (see this PubCo post), which assessed the Reg S-K business and financial disclosure requirements. This release […]
Corp Fin issues revised CDI regarding disclosure about selling shareholder entities
by Cydney Posner Last week, Corp Fin revised a CDI regarding disclosure about selling shareholder entities and withdrew another CDI on the same topic.
Corp Fin staff issues new CDI on when shareholder efforts to influence management affect eligibility to use Schedule 13G
by Cydney Posner The Corp Fin staff continues to dribble out new CDIs, with the newest relating to circumstances when, under Rule 13d-1, shareholder efforts to influence management will affect the shareholder’s eligibility to use Schedule 13G. Rule 13d-1 provides, in part, that Schedule 13G may be filed in lieu of Schedule 13D […]
Center for Audit Quality provides tool to help audit committees assess non-GAAP financial measures
by Cydney Posner The Center for Audit Quality has released a new tool, Questions on Non-GAAP Measures: A Tool for Audit Committees, to help audit committees cope with non-GAAP financial measures (NGFMs). Rather than provide a checklist, the CAQ provides examples of sample questions that audit committees should consider asking of management […]
Corp Fin Chief Accountant sheds more light on non-GAAP CDIs
by Cydney Posner In a webcast yesterday, “Non-GAAP Disclosures: The SEC Speaks,” sponsored by TheCorporateCounsel.net, Corp Fin Chief Accountant Mark Kronforst, speaking for himself and not the SEC, shed more light on the recent guidance from the Corp Fin staff on non-GAAP financial measures (NGFMs). (See this PubCo post.) Kronforst […]
Corp Fin issues new CDIs providing guidance on Rule 701 primarily in the merger context
by Cydney Posner Corp Fin has just issued some new CDIs providing guidance on Rule 701, with all but one of the CDIs addressing the application of Rule 701 in the context of merger transactions. The new CDIs are summarized below:
Corp Fin allows exclusion of a conflicting shareholder proposal under Rule 14a-8(i)(9): does it represent a strategy for the future?
by Cydney Posner Well, we finally have some insight into what the Corp Fin staff had in mind in Staff Legal Bulletin 14H – of course, that’s the SLB in which Corp Fin narrowed the application of Rule 14a-8(i)(9), the exclusion for conflicting proposals. It turns out that what they had […]
You must be logged in to post a comment.