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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

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 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 IPO Report

Across the board, despite the pall cast by the COVID-19 pandemic, 2020 was a year of strong IPO deal flow and aftermarket performance, punctuated by a breathtaking surge in IPOs by special purpose acquisition companies...more

2021 Venture Capital Report

Despite the arrival of the COVID-19 pandemic in early 2020 and the ensuing economic dislocation, venture capital financing proceeds, median amount raised, and median pre-money valuation all increased from 2019 levels,...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

Applicability of the Biden Administration’s Regulatory Freeze to Independent Agencies

On January 20, 2021, White House Chief of Staff Ron Klain issued a memorandum ordering a temporary freeze of new or pending rules in order “to ensure that the President’s appointees or designees have the opportunity” to...more

Nasdaq Proposes Board Diversity Rules

On December 1, 2020, Nasdaq filed a proposal with the SEC to adopt Rules 5605(f) and 5606 regarding board diversity and board composition disclosure, respectively. Nasdaq believes that these new rules, if approved by the SEC,...more

SEC Staff Allows Early Adoption of Electronic Signatures

On November 20, 2020, the Staff of the SEC’s Division of Corporate Finance, Division of Investment Management, and Division of Trading and Markets issued a statement that it would not recommend enforcement action against...more

SEC Refreshes Regulation S-K’s Financial Information Requirements

The SEC continued its recent run of rulemaking activity with two sets of amendments last week that impact reporting by public companies.  On Tuesday, November 17, the SEC announced that it will begin to permit the use of...more

SEC Adopts Amendments to Permit Electronic Signatures

On November 17, 2020, the SEC announced that it will begin to permit the use of electronic signatures for certain filings. To take advantage of the new rule amendments, which become effective upon publication in the Federal...more

Keeping Current With Form 8-K: A Practical Guide

Form 8-K requires public companies to make prompt disclosures about a large number of specified events. Although Form 8-K does not mandate current reporting of all material events, it goes a long way toward requiring public...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

COVID-19: Updating Risk Factor Disclosure in SEC Filings

As the COVID-19 pandemic evolves, companies are experiencing a host of adverse consequences and gaining insight into additional potential risks of the pandemic to their businesses. At the same time, general uncertainty...more

COVID-19: As Corporate Insiders Look to Buy, a Reminder to Look Both Ways Before Crossing …

While corporate stock buybacks, as well as dividend payments, are receiving significant scrutiny in the face of the coronavirus pandemic as companies look to preserve cash, the same is not currently true for stock purchases...more

COVID-19: SEC Provides Additional Relief and Guidance for Public Companies

In further recognition of the challenges to conducting business during the COVID-19 pandemic: ..On March 25, 2020, the Securities and Exchange Commission extended through July 1, 2020, and clarified the conditions for, the...more

Conducting Your Annual Meeting During a Health Pandemic

April, May and June are typically the most popular months for public companies to host their annual meetings of shareholders. This year, the unprecedented public health concern resulting from the coronavirus or COVID-19...more

SEC Provides Guidance on Disclosure of Key Performance Indicators and Metrics

On January 30, 2020, the SEC issued Commission Guidance on Management’s Discussion and Analysis of Financial Condition and Results of Operations. The guidance provides a framework for ensuring that disclosure of key...more

SEC Shares Best Practices With Audit Committees

The Securities and Exchange Commission recently released a Statement highlighting eight areas that audit committees should focus on this reporting season. Penned by SEC Chairman Jay Clayton, Division of Corporation Finance...more

New SEC Chief Accountant Shares Updates on Recent and Ongoing Priorities at Annual AICPA Conference

Among the insights shared at last week’s 2019 AICPA Conference on SEC and PCAOB Developments, held December 9–11, Sagar Teotia, recently appointed Chief Accountant of the Securities and Exchange Commission, delivered a...more

Regulators Address the 2019 Baruch College Financial Reporting Conference

Always a fertile source of regulatory perspective, this year’s Baruch College Financial Reporting Conference featured a future-oriented theme in remarks by Chief Accountant of the Securities and Exchange Commission Wesley...more

Confidential Treatment Process Gets Easier

The SEC has approved rule changes that significantly simplify the process for public companies to redact confidential information from the exhibits required to be filed as part of SEC reports and registration statements....more

Recent Enforcement Actions Underscore Importance of Timely Remediating Material Weaknesses in ICFR

Earlier this week, the Securities and Exchange Commission announced that it had settled charges against four public companies for failing to maintain internal control over financial reporting (ICFR) over the course of seven...more

SEC Cautions Issuers to Consider Cyber Threats When Devising and Maintaining Internal Accounting Controls

Yesterday, the Securities and Exchange Commission released an investigative report regarding its investigation into whether nine public companies that were victims of cyber-related frauds violated federal securities laws by...more

Recent Enforcement Action Serves as a Reminder of the Need to Complete Audit Firm Review of Interim Financial Statements Before...

On Friday, the Securities and Exchange Commission announced that it had settled enforcement actions against five companies for violating the Regulation S-X requirement that interim financial statements included in quarterly...more

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