Financial Statements Securities & Exchange Commission

News & Analysis as of

The SEC is focusing its enforcement and investigation efforts on preparers and auditors of financial statements, Mary Jo White...

In a recent address, SEC Chair Mary Jo White stated that the SEC had focused its reinvigorated investigation and enforcement efforts on holding preparers and auditors accountable for their work on financial statements. She...more

House Committee on Financial Services Approves Bill Exempting Smaller Reporting Companies from Filing Financial Data in XBRL

On January 28, 2016, the House Committee on Financial Services reported favorably on the Small Company Disclosure Simplification Act. The bill has been scheduled for consideration by the full U.S. House of Representatives. ...more

Financial Statement Triggers - Requirements for New or Updated Financial Statements Can Affect Access to Capital Markets and M&A

Financial statement requirements can surprise US public companies seeking to access the capital markets or to register shares in connection with acquisitions. Fully compliant 10-K, 10-Q and 8-K reporting can be inadequate....more

Important Dates and Reminders for Investment Advisers, Exempt Reporting Advisers, Commodity Trading Advisors and Commodity Pool...

Investment Advisers - Annual Compliance Reviews: All investment advisers registered with the Securities and Exchange Commission (“SEC”) or The Commonwealth of Massachusetts are required to review their...more

Financial Statement Requirements in US Securities Offerings: What You Need to Know

The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more

SEC Adopts Rules Implementing Forward Incorporation in Form S-1 and Streamlined Financial Statement Requirements for Emerging...

As summarized in our recent client alert “FAST Act Brings Additional Benefits for Emerging Growth Companies and New Resale Exemption,” President Obama signed the Fixing America’s Surface Transportation Act ("FAST Act"),on...more

New Crowdfunding Rules for Issuers: Opportunities or Landmines? - Part II

This is the second of our blog posts exploring Regulation Crowdfunding and its provisions before the final rules become effective on May 16, 2016. Issuer Requirements - Certain Issuers Ineligible for...more

Congress Takes the FAST Lane to Important Securities Reforms

On December 4, 2015, the President signed the Fixing America's Surface Transportation Act, better known as the FAST Act, which had been approved by a bipartisan Congress. The FAST Act (also referred to in the media as the...more

SEC Division of Corporation Finance Issues New C&DIs on FAST Act

As previously reported, President Obama signed into law the Fixing America’s Surface Transportation Act (FAST Act) on December 4. The transportation bill includes several provisions related to securities laws and...more

Get Ready to Be Clawed, With the SEC's Blessing, and It May Cost You Dearly

Imagine you are a former executive of a public company, where your role was unrelated to the preparation of its financial statements, and you are notified years after leaving the company that it will be pursuing the return of...more

Cooperation: SEC Misses An Opportunity to Define What Is Expected, What is Gained

The SEC regularly touts the benefits of cooperation, encouraging companies and individuals to self-report and cooperate with its investigations. Since cooperation is typically tied to the facts and circumstances of the case,...more

Blog: Corp Fin Posts Two FAST Act CDIs

The SEC has posted two new CDIs interpreting provisions of the FAST Act.  Both relate to Section 71003, which allows EGCs to omit from their registration statements certain historical financial statements....more

SEC Wants to Know Where You Are at on Revenue Recognition

Members of the SEC and staff gave various presentations at the 2015 AICPA Conference on Current SEC and PCAOB Developments. Much of it contains practical guidance. Speaking to the new accounting standard on revenue...more

Staff Posts C&DIs on FAST Act

See below guidance from the Staff of the Securities and Exchange Commission. Question 1 - Question: May an EGC issuer omit interim financial statements from its filing or submission for a period that has financial...more

Overview of Securities Law Provisions of the FAST Act

On December 4, 2015, President Obama signed into law the Fixing America’s Surface Transportation Act. The FAST Act, which is aimed principally at authorizing spending on highway and transit projects, includes several...more

US IPO Guide - 2015 Edition

This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more

SEC Provides Guidance on FAST Act

The SEC has provided two pieces of guidance on the FAST Act. The first is in the general nature of an announcement describing the provisions of the FAST Act. However, the announcement includes some information about how the...more

SEC (Finally) Adopts New Equity Crowdfunding Rules, Promoting Increased Access to Capital and Democratization of Investment...

Late last week, the SEC adopted its final rules for equity crowdfunding under Title III of the JOBS Act. These rules, when implemented, have the promise of reducing the cost and increasing the availability of sorely needed...more

Following the Wisdom of the Crowd? A Look at the SEC’s Final Crowdfunding Rules

In this alert, we provide a detailed overview of the final rules, Regulation Crowdfunding, which will be applicable to crowdfunding offerings conducted in reliance on Section 4(a)(6) of the Securities Act of 1933 as amended...more

SEC Issues Final Rule on Crowdfunding, Proposes Amendments to Existing Rules to Facilitate Small Business Capital Raising

Last week, the U.S. Securities and Exchange Commission (SEC) adopted the final rule permitting crowdfunding, permitting investors to purchase securities over the Internet using a crowdfunding exchange, on October 30, 2015....more

Title III Crowdfunding is Coming – Is It Right For You?

On Friday, the SEC approved equity crowdfunding for non-accredited investors in a 3-1 vote. This is the true equity crowdfunding from the JOBS Act of 2012 known as Title III. Given it has been more than three years to get the...more

Regulation Crowdfunding

On October 30, 2015, the SEC voted to adopt final rules permitting crowdfunding. Regulation Crowdfunding allows issuers to engage in securities-based crowdfunding through the internet pursuant to Section 4(a)(6) of the...more

Guidance for IPO Issuers

On October 28, 2015, at a Practising Law Institute program, the Securities Regulation Institute, the Director of the Division of Corporation Finance of the Securities and Exchange Commission joined a panel discussion on...more

2016 SEC Filing Deadlines for Companies With December 31, 2015 Fiscal Year End

As the end of the year approaches, reporting companies should be aware of the various SEC filing deadlines for 2016. Companies also should be mindful of the 2016 financial statement “staleness” dates (when financial...more

Raising Capital? Don’t Forget about SEC Filings (It’s Not as Difficult as It Sounds)

The mention of "securities law and regulations" is a common, but daunting phrase that many entrepreneurs hear when they are attempting to raise money from investors for their companies. Under federal securities laws, any sale...more

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