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SEC Issues Guidance on Pay Ratio Rule

Two pieces of guidance emerged from the SEC on September 21, 2017, with respect to the pay ratio rule. First, the Commission issued interpretive guidance on the rule. Second, the Division of Corporation Finance also issued...more

IG Evaluates SEC’s Disclosure Review and Comment Process

The Office of the Inspector General has issued an evaluation of the Division of Corporation Finance’s disclosure review and comment process. The report begins with a description of the Division’s comment process. Perhaps the...more

Effect of the New Revenue Recognition Standard on M&A

FASB’s new revenue recognition standard is expected to have wide ranging effects on M&A transactions. The new revenue recognition standard under GAAP (Accounting Standards Update 2014-09; Topic 606) will be applicable to...more

MSRB Warns Municipalities, Underwriters and Municipal Advisors about Selective Disclosure

Regulation FD prohibits public companies from disclosing material nonpublic information to designated classes of persons such as securities professionals and holders of the issuer’s securities without, in most cases,...more

Preliminary Planning for the 2018 Proxy Season

Rule 14a-21(b) requires a say-on-pay frequency vote every six years. Many issuers included a frequency vote in their 2017 proxy because they were subject to the initial rules when they became effective for shareholders’...more

New SEC Chair Announces Guiding Principles

In remarks before the Economic Club of New York, new SEC Chairman Jay Clayton discussed eight guiding principles: Principle #1: The SEC’s mission is our touchstone. Investors and capital markets will suffer if the SEC...more

Revenue Recognition Representations for M&A and Underwriting Agreements

Some have suggested that the FASB’s new revenue recognition standard will result in particularized representations in M&A, underwriting and loan documents. It’s easy to argue it’s not necessary and is covered by the standard...more

Delaware Supreme Court Scolds Special Committee Member that Joins Law Firm

The Delaware Supreme Court upheld the Chancery Court decision in Chester County Retirement Systems v. Collins et al. In so doing, it noted one troubling aspect of the record as follows: The plaintiff’s complaint pointed...more

Early Revenue Recognition Adopters Provide Some Guidance on MD&A Disclosures

I recently wrote a blog on considerations for MD&A disclosures on adoption of the new revenue recognition standard. After learning a few Form 10-Qs had been filed by early adopters, I took a look to see if they lined up with...more

The First MD&A Following Adoption of the New Revenue Recognition Standard

The SEC has made clear its expectations regarding MD&A disclosure for periods prior to the adoption of the new revenue recognition standard. What has received less attention is the content of MD&A after the new revenue...more

SEC Accountant Speaks to Revenue Recognition

Sylvia E. Alicea, Professional Accounting Fellow, Office of the Chief Accountant, gave her views on implementation of the new revenue recognition standard at a conference dedicated to the topic....more

GAO Reports on 2015 Conflict Minerals Form SDs

GAO released an analysis of a generalizable sample of conflict minerals disclosures filed with SEC in 2015. The analysis found that an estimated 49 percent of companies in 2015 reported having determined whether the conflict...more

Court Enters Final Judgment in Conflict Minerals Case

The United States District Court for the District of Columbia has entered a final judgment in the conflict minerals case. The final judgment is identical to the proposed judgment which we described previously....more

Proposed Judgment in Conflict Minerals Case

Pursuant to a court order, the parties to the conflict minerals case have filed a proposed judgment after they advised the court no further proceedings were necessary. The text of the proposed judgment is as follows...more

Parties Request Judgment be Entered in Conflict Minerals Case

The conflict minerals case was remanded to the United Stated District Court for the District of Columbia for further proceedings. Judge Jackson ordered the parties to file a joint status report indicating whether any further...more

SEC Proposes to Require Use of Inline XBRL

In 2009 the SEC adopted rules requiring operating companies to provide the information from the financial statements accompanying their registration statements and periodic and current reports in machine-readable format using...more

SEC to Consider Requiring Inline XBRL Reporting and Comments on Disclosures in the Financial Services Industry

The SEC has issued a notice of a meeting to consider: Whether to propose amendments to rules and forms to require the use of the Inline XBRL format for the submission of operating company financial statement information...more

Judge Orders Status Report in Conflict Minerals Case

The conflict minerals case was remanded to the United Stated District Court for the District of Columbia for further proceedings. Judge Jackson has ordered the parties to file a joint status report, on or before March 10,...more

SEC to Reconsider Implementation of Pay Ratio Rule

Following on the heels of its announcement to reconsider implementation of the conflict minerals rule, SEC Acting Chairman Michael S. Piwowar has announced his intention to conduct a review of the Dodd-Frank pay ratio rule....more

SEC Resource Extraction Rule to be Eliminated Under Congressional Review Act

As we previously noted, the House was set to vote on the disapproval of the SEC Resource Extraction Rule under the Congressional Review Act. The joint resolution passed the House by a vote of 235 in favor and 187 against. ...more

SEC Reconsidering Conflict Minerals Implementation

SEC Acting Chairman Michael S. Piwowar issued a “Statement on the Commission’s Conflict Minerals Rule” and another statement titled “Reconsideration of Conflict Minerals Rule Implementation.” Chairman Piwowar reviewed...more

SEC Brings Enforcement Action for Disclosure Failures During Merger Talks

The SEC announced that Allergan Inc. had agreed to admit securities law violations and pay a $15 million penalty for disclosure failures in the wake of a hostile takeover bid. The SEC’s order finds that Allergan failed...more

SEC Issues Report on Modernization and Simplification of Regulation S-K Required by FAST Act

Section 72003 of the FAST Act directs the SEC to carry out a study of Regulation S-K’s requirements and to consult with the Commission’s Investor AdvisoryCommittee (the “IAC”) and Advisory Committee on Small and Emerging...more

Conflict Minerals Legislation Coming to the EU

According to this Reuters article and a blog by Elm Sustainability Partners LLC, an informal deal for EU conflict minerals legislation has been reached. The final text will be voted on by the member states on December 7,...more

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