For many U.S. public companies, June 30 is the end of their second fiscal quarter, which means it is time to prepare their Quarterly Reports on Form 10-Q. This also means it is time for these companies to evaluate their...more
As you probably recall, SOX 404 requires public reporting companies to disclose the effectiveness of their internal control over financial reporting. SOX 404(a) public companies to provide an assessment of ICFR by management;...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 U.S. Securities and Exchange Commission (the “SEC”) adopted amendments to the definition of “accelerated filer” and “large accelerated filer” definitions in Exchange Act Rule 12b-2, which amendments...more
The SEC has adopted amendments to the accelerated and large accelerated filer definitions to exclude smaller reporting companies with annual revenues of less than $100 million. As a result of the amendments, these smaller...more
Internal Control Over Financial Reporting and Filing Deadlines - On March 12, 2020, the Securities and Exchange Commission adopted amendments to the definitions of “accelerated filer” and “large accelerated filer.”...more
On March 12, 2020, the Securities and Exchange Commission adopted long-awaited amendments to the accelerated filer and large accelerated filer definitions with the stated goal of “reduc[ing] unnecessary burdens for certain...more
The Securities and Exchange Commission adopted amendments to the accelerated filer and large accelerated filer definitions, which impact the Sarbanes-Oxley Act of 2002....more
In an effort to reduce compliance costs for public companies, the Securities and Exchange Commission (SEC) proposed amendments on May 9, 2019, that, in part, relax the requirement for certain “smaller reporting companies”...more
New Proposed Rules Aim to Eliminate Auditor's Attestation Requirement on Internal Controls under SOX 404(b) for Smaller Reporting Companies with less than $100 million in Revenues - On May 9, 2019, the SEC proposed...more
Last week, the Center for Audit Quality released two new resources—an updated Guide to Internal Control over Financial Reporting (ICFR Guide) and a new Tool for Audit Committees: Preparing for the New Credit Losses Standard...more
Current SEC reporting requirements establish three different filer statuses that categorizes issuers subject to Exchange Act reporting requirements as non-accelerated, accelerated, and large accelerated filers....more
The Securities and Exchange Commission proposed amendments to the accelerated filer and large accelerated filer definitions, which have been highly anticipated. ...more
[This post has been updated primarily to reflect the contents of the proposing release as well as the statement of Commissioner Hester Peirce.] Those of you who expected the SEC to go big and propose raising the current...more
You probably recall that, under SOX 404(b), all public reporting companies, other than non-accelerated filers, are required to obtain an auditor attestation regarding the effectiveness of their internal control over financial...more
In this speech before the 36|86 Entrepreneurship Festival in Nashville, Tennessee, SEC Chair Jay Clayton discussed, among other topics, the coming agenda for public companies designed to “encourage capital formation for...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