Tag: SEC
Corp Fin posts new CDIs on pay-ratio disclosure
by Cydney Posner Corp Fin has just issued several new CDIs regarding pay-ratio disclosure (S-K Item 402(u)). As you probably recall, the pay-ratio provision mandates that the SEC require most public companies to disclose, in a wide range of their SEC filings: the median of the annual total compensation of […]
Establishing disclosure controls for non-GAAP financial measures
by Cydney Posner With the spotlight now on non-GAAP financial measures, companies might find this article in CFO.com to be particularly useful. The article provides practical guidance to help companies establish effective disclosure controls and procedures for non-GAAP financial measures.
Large companies continue to enhance audit committee disclosures voluntarily, but pass on more delicate disclosures
by Cydney Posner With the PCAOB likely to adopt some form of enhanced disclosure requirement for the auditor’s report (see this PubCo post and this PubCo post regarding the reproposal of disclosure of “critical audit matters”), and the SEC contemplating the addition of a number of disclosure mandates for audit […]
CEO-employee pay ratios may not be as bad as feared, says Mercer study
by Cydney Posner There’s been a lot of hand-wringing about what the data will show when public companies are finally required, in 2018, to disclose their CEO-to-median-employee pay ratios as required by new SEC rules implementing Dodd-Frank (discussed in this Cooley Alert). Not to worry! Those ratios promise to be […]
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 […]
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 […]
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 […]
SEC proposes to require exhibit index hyperlinks
by Cydney Posner The SEC has just issued a proposal to amend the rules to require that exhibits to registration statements and reports contain hyperlinks to the exhibits in the exhibit index and that these filings all be made in HTML format. The proposal, which was made in “furtherance of […]
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 […]
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