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
3/16/2020
/ Annual Meeting ,
Bylaws ,
Compliance ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Emergency Management Plans ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Shareholder Meetings ,
Virtual Meetings
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
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
1/7/2020
/ Audit Committee ,
Audits ,
Best Practices ,
Corporate Governance ,
Critical Audit Matters (CAMs) ,
GAAP ,
ICFR ,
Independent Audits ,
Libor ,
New Guidance ,
Non-GAAP Financial Measures ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
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
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
5/15/2019
/ Accounting Standards ,
Audit Committee ,
Corporate Governance ,
Cybersecurity ,
FASB ,
Financial Reporting ,
ICFR ,
Independent Audits ,
Internal Controls ,
PCAOB ,
Professional Conferences ,
Publicly-Traded Companies ,
Regulatory Standards ,
Securities and Exchange Commission (SEC)
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
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
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
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
Last week, the Securities and Exchange Commission voted to amend disclosure requirements “that have become redundant, duplicative, overlapping, outdated, or superseded, in light of other Commission disclosure requirements,...more
Earlier this week, proxy advisory firm Institutional Shareholder Services Inc. (ISS) launched its Annual Policy Survey, which solicits responses from institutional investors, companies, corporate directors and other market...more
8/1/2018
/ Audit Committee ,
Audit Policies ,
Auditors ,
Board of Directors ,
Corporate Governance ,
Diversity ,
Individual Accountability ,
Institutional Shareholder Services (ISS) ,
Investors ,
Pay-for-Performance ,
Proxy Season ,
Proxy Voting Guidelines ,
Shareholders ,
Stock Ownership ,
Surveys
The IPO market produced 142 IPOs in 2017, a total that was 45% higher than the 98 IPOs in 2016 and just shy of the 152 IPOs in 2015, but still lower than the annual average of 155 IPOs over the five-year period from 2011 to...more
On June 29, 2018, the Securities and Exchange Commission adopted amendments expanding the definition of a smaller reporting company (“SRC”) and requiring the use of Inline eXtensible Business Reporting Language (“XBRL”) for...more
In a speech delivered at last week’s 2018 Baruch College Financial Reporting Conference, SEC Chief Accountant Wes Bricker discussed objectives of financial reporting and its importance to the markets. Mr. Bricker revisited...more
Cybersecurity is one of the highest priority issues for public company executives and directors. This note shares our views—developed over our involvement in the aftermath of many cybersecurity events as well as counseling on...more
While the frequency of SEC comments on companies’ disclosure of non-GAAP measures has subsided, it remains important for audit committees to ensure their companies’ disclosures comply with applicable non-GAAP disclosure...more
Earlier this month, SEC Division of Corporation Finance Director William Hinman delivered the keynote address at the Practising Law Institute’s Seventeenth Annual Institute on Securities Regulation in Europe. Director Hinman...more
2/13/2018
/ Amended Rules ,
Corp Fin ,
Corporate Taxes ,
Disclosure Requirements ,
EU ,
Financial Institutions ,
GAAP ,
MD&A Statements ,
Regulation S-K ,
Regulatory Oversight ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Tax Cuts and Jobs Act
On December 22, 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 (SAB 118) to assist companies comply with applicable accounting rules regarding the impact of the 2017 Tax Cuts and Jobs...more
SEC Acting Chairman Michael Piwowar, a Republican, and his lone counterpart, Commissioner Kara M. Stein, a Democrat, found common ground yesterday and amended the SEC’s rules to require companies to include hyperlinks to each...more
On May 17, 2016, the SEC’s Division of Corporation Finance escalated the SEC’s efforts to curb perceived misuse of non-GAAP financial measures with the issuance of a revised set of Compliance and Disclosure Interpretations...more
5/26/2016
/ C&DIs ,
Earnings Reports ,
EBITDA ,
Financial Reporting ,
Form 8-K ,
GAAP ,
Non-GAAP Financial Measures ,
Publicly-Traded Companies ,
Regulation G ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
Judging by the frequency of recent news reports and SEC staff speeches focused on non-GAAP financial measures, audit committees may be well served to take a fresh look at the non-GAAP measures reported by their companies and...more
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
Highlights -
- As mandated by the Dodd-Frank Act, the Securities and Exchange Commission has proposed rules requiring national securities exchanges to require listed companies to develop, implement and disclose policies...more
7/16/2015
/ Clawbacks ,
Corporate Governance ,
Dodd-Frank ,
Executive Compensation ,
Financial Reporting ,
Incentive Compensation ,
Listing Standards ,
Proposed Regulation ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Stock Exchange ,
Total Shareholder Return (TSR)
Overview -
On April 29, 2015, the Securities and Exchange Commission (SEC) voted 3-2 to propose new rules requiring companies to disclose the relationship between executive compensation “actually paid” and the...more
Overview -
On March 25, 2015, the Securities and Exchange Commission (SEC) adopted amendments to Regulation A (Regulation A+) pursuant to Section 401 of the Jumpstart Our Business Startups Act (JOBS Act) for offers...more
5/4/2015
/ Amended Regulation ,
Blue Sky Laws ,
Equity Financing ,
JOBS Act ,
Private Offerings ,
Public Offerings ,
Regulation A ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Small Offering Exemptions ,
Startups