On March 21, 2022, the SEC issued a Proposing Release setting out sweeping new requirements for climate change disclosures. If finalized as proposed, these climate disclosure rules would require dramatic changes to corporate...more
Our preliminary list of important planning considerations for the 2021 proxy season is set forth below. Directors’ and Officers’ Questionnaires; Committee Charters - We have identified only a few possible changes to...more
On March 12, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the accelerated filer and large accelerated filer definitions in Exchange Act Rule 12b-2. The SEC believes that the amendments will more...more
Last week, amidst the focus on the coronavirus, the Securities and Exchange Commission made progress on its short-term rulemaking agenda by amending the definitions of “accelerated filer” and “large accelerated filer.” The...more
On March 12, 2020, the Securities and Exchange Commission (the “Commission”) adopted amendments to the “accelerated filer” and “large accelerated filer” definitions in the Rule 12b-2 under the Securities Exchange Act of 1934,...more
The Securities and Exchange Commission (SEC) issued a Statement—signed jointly by the Chairman, the Chief Accountant, and the Director of the Division of Corporation Finance—on December 30, 2019, titled, “Statement on Role of...more
During the last two weeks of 2019, the US Securities and Exchange Commission offered guidance and reminders relating to the role of audit committees, international intellectual property and technology risks, and confidential...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
On December 30, 2019, Chairman Jay Clayton, Sagar Teotia, the Chief Accountant, and William Hinman, the Director of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC), issued a Statement...more
SEC Chairman Jay Clayton, Sagar Teotia, Chief Accountant and William Hinman, Director, Division of Corporation Finance issued a Statement on Role of Audit Committees in Financial Reporting and Key Reminders Regarding...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
Public reporting companies that have material weaknesses in their internal control over financial reporting (“ICFR”) are required under Rule 308 of the Securities Exchange Act of 1934, as amended, to report such material...more
On January 29, 2019, the SEC announced settled enforcement actions against four companies for failures to maintain internal control over financial reporting (“ICFR”) as required by Section 13(b)(2)(B) of the Securities...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
Now back to work, SEC Enforcement once again takes up the issue of internal control over financial reporting. In this instance, the SEC announced settled charges against four public companies for failing to remediate...more
On April 27, 2018, the Securities Industry and Financial Markets Association (SIFMA), the U.S. Chamber of Commerce and Nasdaq, along with certain technology and biotechnology groups, released a policy paper titled “Expanding...more
In a pair of recent speeches, SEC Chief Accountant Wesley Bricker discussed the critical role audit committees play in the financial reporting process, explored current challenges confronting audit committees, and offered...more
We have previously written about how, over the past few years, the SEC and other regulatory agencies have devoted substantial resources to investigations regarding allegations that public companies have inadequate internal...more