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PCAOB Releases Summary of 2023 Conversations with Audit Committee Chairs

One of the stated goals of the Public Company Accounting Oversight Board (PCAOB) is to preserve external audit quality. To further this priority, the PCAOB regularly invites public company audit committee chairs to have...more

SEC Enforcement Director Warns Against AI Washing

On April 15, 2024, Gurbir S. Grewal, Director of the SEC’s Division of Enforcement, spoke at a compliance and enforcement conference regarding the challenges and potential missteps associated with the increased use of...more

To Check or Not to Check: Form 10-K’s Restatement and Clawback Checkboxes

As 2023 comes to a close and companies begin preparing their Form 10-K, one question keeps emerging: to check or not to check Form 10-K’s new restatement and compensation recovery (“clawback”) checkboxes?...more

Recent PCAOB Developments for Audit Committee and Companies

The Public Company Accounting Oversight Board (PCAOB) has had one of its busiest years in recent memory, including with respect to standard setting, inspections and enforcement. Below is a summary of notable developments that...more

Preparing for New Cybersecurity Disclosures

Public companies will soon be required to provide increased transparency about cybersecurity incidents, risk management, strategy and governance as a result of new rules adopted by the Securities and Exchange Commission (the...more

SEC Adopts Cybersecurity Disclosure Rules

On July 26, 2023, in a 3-2 vote, the Securities and Exchange Commission (the “SEC”) adopted new rules for public companies that will require disclosures regarding cybersecurity incidents, as well as cybersecurity risk...more

PCAOB Releases New Audit Committee Resource for 2023

The PCAOB recently released a new Audit Committee Resource, which sets forth an updated set of questions that audit committee members may want to consider incorporating into their ongoing engagement with auditors....more

Getting Ready for Amended Rule 10b5-1 and Other New SEC Requirements Relating to Insider Trading

In December 2022, the Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 10b5-1, the rule that provides an affirmative defense to claims of insider trading for persons acquiring or disposing of...more

SEC Updates Non-GAAP Compliance and Disclosure Interpretations

On Tuesday, the SEC’s Division of Corporation Finance posted updated Compliance and Disclosure Interpretations (C&DIs) regarding Non-GAAP Financial Measures. A summary of the specific changes is set out below, followed by...more

SEC Adopts Amendments to Rule 10b5-1

In a surprising 5-0 vote, the SEC yesterday adopted amendments to Rule 10b5-1, the SEC’s rule governing pre-arranged trading plans, as well as amendments to related disclosure and other rules. The amendments impose...more

SEC Adopts Requirements for Clawback of Erroneously Awarded Compensation

The long-anticipated rules regarding recovery of erroneously awarded incentive-based compensation, commonly referred to as a “clawback,” were adopted by the Securities and Exchange Commission by a 3-2 vote on October 26,...more

Changes to ASC 280 (Segment Reporting) Appear Likely

Segment reporting - a frequent topic of SEC comments and the subject of long-running debate at the Financial Accounting Standards Board (FASB) - continues to appear on the FASB’s Technical Agenda, with some likely changes on...more

SEC Revisits Shareholder Proposal Rule

The Securities and Exchange Commission recently revisited two proxy-related matters by (a) adopting amendments to the proxy rules governing proxy voting advice and (b) proposing amendments to the shareholder proposal rule in...more

SEC Issues Groundbreaking Climate Disclosure Proposal

Yesterday, the US Securities and Exchange Commission (SEC or Commission) proposed groundbreaking rules intended to enhance and standardize climate-related disclosure requirements for public companies. The SEC’s climate...more

SEC Adopts SAB 120 to Address Spring-Loaded Compensation Awards

Last week, the SEC announced the adoption of Staff Accounting Bulletin No. 120 (SAB 120), which provides guidance for companies as to how they should recognize and disclose the cost of providing “spring-loaded” awards to...more

Update on Recent Developments Ahead of FY21 Reporting Season

As year-end fast approaches, there has been no shortage of regulatory developments relevant to the upcoming financial reporting season. Several of these developments are summarized below....more

SEC Approves Nasdaq’s Board Diversity Rule

On Friday, the SEC approved Nasdaq listing rules related to board diversity. The new Board Diversity Rule establishes diversity objectives for different classes of Nasdaq-listed companies and related disclosure requirements....more

SEC Announces RegFlex Agenda

On June 11, 2021, the Securities and Exchange Commission announced its Spring 2021 Unified Agenda of Regulatory and Deregulatory Actions (RegFlex Agenda). The RegFlex Agenda sets forth the short-term and long-term regulatory...more

SEC Commissioner Shares Views on Materiality of Climate and ESG Disclosures

SEC Commissioner Allison Herren Lee recently shared some keynote remarks at the  2021 ESG Disclosure Priorities Event hosted by the American Institute of CPAs & the Chartered Institute of Management Accountants,...more

2021 M&A Report

The outbreak of COVID-19 in the first quarter of 2020 inflicted an unprecedented shock on the global economy. In the first half of the year, growth stalled, the US unemployment rate reached its highest level since the Great...more

SEC Redoubles Focus on Climate Change, ESG Disclosures

The Securities and Exchange Commission (SEC) announced in recent weeks multiple efforts to highlight climate change in corporate disclosures and to increase scrutiny and, potentially, enforcement focus on company disclosure...more

SEC Doubles Down on Climate and ESG Issues

Yesterday, the SEC announced the formation of a Climate and ESG Task Force in the Division of Enforcement. This announcement follows Acting Chair Allison Herren Lee’s earlier statement directing the Division of Corporation...more

Reflections on the End of a Turbulent Year and Selected Considerations for 2021

With 2021 now upon us, companies, auditors and audit committees are gearing up for another annual reporting season, coming off of one of the more turbulent years in recent history, which included a significant number of...more

SEC Adopts Long-Awaited Amendments to Modernize Shareholder Proposal Rule

The Securities and Exchange Commission (SEC) has adopted amendments to the shareholder proposal rule – Rule 14a-8 under the Securities Exchange Act of 1934. The long-awaited changes largely track the SEC’s November 5, 2019...more

SEC Refreshes Its Business, Legal Proceedings and Risk Factor Disclosure Requirements

The business world has changed a lot in the last three decades, and, as a result of recent amendments to Item 101 of Regulation S-K, the description of a company’s business included in registration statements and periodic...more

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