On May 17, 2024, the Director of the Division of Corporation Finance of the Securities and Exchange Commission, Erik Gerding, and the Chief Accountant, Paul Munter, issued a statement regarding International Financial...more
On September 7, 2023, the Staff of the Division of Corporation Finance (“Division”) of the U.S. Securities and Exchange Commission (“SEC”) issued a sample comment letter (“Letter”), containing sample comments that the...more
This practice note discusses market trends in capital markets and securities related considerations during the COVID-19 pandemic, which began in late 2019 and has continued for more than two years. It describes how the U.S....more
INTRODUCTION -
This Annual Review (“Review”) was prepared by the Subcommittee on Annual Review of the Committee on Federal Regulation of Securities of the ABA Business Law Section. The Review covers significant...more
8/31/2021
/ Closed-End Funds ,
Corporate Governance ,
Disclosure Requirements ,
Financial Markets ,
Financial Statements ,
Income Test ,
MD&A Statements ,
Private Funds ,
Pro Forma Financial Information ,
Publicly-Traded Companies ,
Regulation S-X ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Terms and Conditions
On November 24, 2020, the US Securities and Exchange Commission (SEC) proposed for comment amendments to Rule 701 under the Securities Act of 1933, which is the exemption from the registration requirements relied upon most...more
The Securities and Exchange Commission continues to move forward with its rulemaking agenda. Yesterday, the SEC announced that it voted to adopt amendments to the MD&A disclosure requirements. These had been proposed at the...more
11/20/2020
/ Corporate Governance ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
MD&A Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
At an open meeting held yesterday morning, the Securities and Exchange Commission voted to adopt the previously proposed amendments to Regulation S-K Items 101, 103 and 105. These changes affect the Business section, Risk...more
This practice note discusses 10 practice points that can help you, as counsel to underwriters or initial purchasers, skillfully navigate the task of reviewing and negotiating comfort letters. A comfort letter is a letter...more
On May 21, 2020, the US Securities and Exchange Commission (SEC) adopted amendments (Amended Rules)1 to financial statement disclosures with respect to business acquisitions and dispositions required by Regulation S-X’s Rule...more
Not deterred by the pandemic, the Securities and Exchange Commission seems to be continuing its work tackling the items on the regulatory agenda. Today, the SEC announced that adopted amendments to its requirements related...more
On January 30, 2020, the US Securities and Exchange Commission (SEC) provided guidance (MD&A Guidance) regarding the disclosure of key performance indicators and metrics used in the Management’s Discussion and Analysis of...more
2/5/2020
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Form 10-K ,
Form 20-F ,
MD&A Statements ,
New Guidance ,
Omissions ,
Performance Standards ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC)
In remarks last week, Securities and Exchange Commission Chair Clayton discussed the SEC’s proposed amendments to streamline and modernize the requirements for Management’s Discussion and Analysis (MD&A) disclosures. The...more
2/4/2020
/ Corporate Governance ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
MD&A Statements ,
PCAOB ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Oversight ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The Securities and Exchange Commission yesterday voted to propose amendments to the Regulation S-K requirements for Management’s Discussion and Analysis, or MD&A, and also issued agency guidance relating to MD&A. ...more
1/31/2020
/ Comment Period ,
Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
JOBS Act ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Oversight ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
As discussed in earlier blog posts, as a result of various FAST Act mandated changes to Regulation S-K, which were adopted by the Securities and Exchange Commission and became effective in May 2019, a registrant may omit a...more
1/31/2020
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Filing Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-K ,
MD&A Statements ,
Omissions ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC)
In a recent publication, the Public Company Accounting Oversight Board (“PCAOB”) Staff shares some initial observations regarding Critical Audit Matters (“CAMs”) implementation....more
At the recent 2019 AICPA Conference on Current SEC and PCAOB Developments, representatives of the SEC provided updates on a number of emerging issues, including implementation of the critical audit matters (“CAMs”)...more
On May 9, 2019, the US Securities and Exchange Commission (SEC) proposed revisions to the accelerated filer and large accelerated filer definitions in 17 CFR 12b-2 (Rule 12b-2). These proposed changes would reduce the number...more
The Securities and Exchange Commission proposed amendments to the accelerated filer and large accelerated filer definitions, which have been highly anticipated. ...more
On May 3, 2019, the US Securities and Exchange Commission (SEC) proposed revisions to financial statement disclosures with respect to business acquisitions and dispositions required by Regulation S-X’s Rule 3-05 (Financial...more
As part of the Disclosure Effectiveness initiative, the Securities and Exchange Commission proposed amendments to address the financial disclosure requirements in connection with acquisitions and dispositions. The SEC...more
The PCAOB recently published Staff guidance that sets out the Staff’s views relating to implementing the critical audit matters (CAMs) requirement. In its piece, “Implementation of Critical Audit Matters: the Basics,” the...more
The PCAOB recently released its 2019 Staff Inspections Outlook for Audit Committees. During its 2019 inspections, the PCAOB has said that its inspections will focus on among other things...more
The Securities and Exchange Commission adopted additional amendments that are intended to simplify disclosure requirements for public companies, investment advisers and investment companies. ...more
3/22/2019
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Investment Adviser ,
Investment Companies ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC)
Before the SEC shutdown, the Office of the Investor Advocate published the annual report on its activities during 2018. ...more
On Friday, the Chair of the Securities and Exchange Commission Jay Clayton, the Commission’s Chief Accountant Wes Bricker, and the Chairman of the PCAOB William Duhnke issued a statement reaffirming the significance to the...more
12/10/2018
/ Audits ,
Capital Markets ,
China ,
Cooperative Agreements ,
Financial Reporting ,
Financial Statements ,
Foreign Issuers ,
PCAOB ,
Policy Statement ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC)