Alan Wilson at WilmerHale

SEC Shares Additional COVID-19 Disclosure Considerations

The Securities and Exchange Commission Division of Corporation Finance released CF Disclosure Guidance: Topic No. 9A and SEC Chief Accountant, Sagar Teotia, issued a Statement on the Continued Importance of High-Quality...more

6/25/2020 / Coronavirus/COVID-19 , Corporate Governance , Financial Reporting , New Guidance , Publicly-Traded Companies , Securities and Exchange Commission (SEC)

AICPA Releases New COVID-19 Checklist of “Essential Considerations” for Audit Committees

The Association of International Certified Professional Accountants (AICPA) has released an Audit Committee Checklist for COVID-19 that provides questions for audit committee members to consider as they perform their...more

6/5/2020 / AICPA , Audit Committee , Audits , Coronavirus/COVID-19 , Corporate Governance , Risk Management

SEC Adopts Disclosure Relief for Business Acquisitions and Dispositions

The Securities and Exchange Commission has adopted amendments to the disclosure requirements for business acquisitions and dispositions by a 3-to-1 vote (Commissioner Allison Herren Lee dissenting). The amendments modernize...more

6/3/2020 / Acquisitions , Disclosure Requirements , Dispositions , Financial Statements , Relief Measures , Securities and Exchange Commission (SEC)

Keeping High-Quality Financial Reporting in Focus

As the novel coronavirus (COVID-19) continues to impact the economy, regulators are keeping high-quality financial reporting squarely within their focus. In a public statement last week, Securities and Exchange Commission...more

4/14/2020 / Coronavirus/COVID-19 , Corporate Governance , Disclosure Requirements , Publicly-Traded Companies , Securities and Exchange Commission (SEC)

SEC Reduces ICFR Burdens for Smaller Companies

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

3/19/2020 / Accelerated Filers , Annual Reports , Corporate Governance , ICFR , Publicly-Traded Companies , Rulemaking Process , Securities and Exchange Commission (SEC) , Smaller Reporting Companies

Securities Law Considerations Related to the Coronavirus

Earlier this week, the Securities and Exchange Commission issued an Order granting conditional relief from certain obligations under the federal securities laws for companies facing challenges as a result of the current...more

3/6/2020 / Coronavirus/COVID-19 , Corporate Governance , Disclosure Requirements , Publicly-Traded Companies , Securities and Exchange Commission (SEC) , Shareholder Meetings

Coronavirus (COVID-19): SEC Offers Conditional Relief

Yesterday, the Securities and Exchange Commission issued an Order granting conditional regulatory relief from certain filing obligations under the Securities Exchange Act of 1934 for companies facing challenges in meeting...more

3/5/2020 / Coronavirus/COVID-19 , Disclosure Requirements , Filing Deadlines , Form 10-K , Form 10-Q , Form 20-F , Publicly-Traded Companies , Relief Measures , Risk Management , Rule 144 , Securities and Exchange Commission (SEC) , Securities Exchange Act

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

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)

PCAOB Offers Insights from Conversations with Audit Committee Chairs

In support of its commitment to increased transparency, the Public Company Accounting Oversight Board recently released Conversations with Audit Committee Chairs: What We Heard & FAQs (the “Summary”), a summary of...more

12/27/2019 / Audit Committee , Auditors , Corporate Governance , PCAOB , Publicly-Traded Companies , Securities and Exchange Commission (SEC)

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

12/18/2019 / AICPA , FASB , Financial Statements , PCAOB , Publicly-Traded Companies , Securities and Exchange Commission (SEC)

PCAOB Chair Sheds Light on Recent PCAOB Initiatives

PCAOB Chair William Duhnke provided an update on a number of Public Company Accounting Oversight Board initiatives in his keynote speech at Baruch College’s 14th Annual Audit Conference on December 3. Opening his remarks,...more

12/11/2019 / Auditors , Audits , ICFR , PCAOB , Publicly-Traded Companies , Strategic Enforcement Plan , Strategic Planning

Sixth-Annual CAQ Audit Committee Transparency Barometer Shows Mixed Trends in Voluntary, Enhanced Audit Committee Disclosures

Earlier this month, the Center for Audit Quality (CAQ) and Audit Analytics released their sixth-annual Audit Committee Transparency Barometer report. Similar to prior years, the groups acknowledge “progress on the...more

11/27/2019 / Audit Committee , Auditors , Audits , Corporate Governance , Cybersecurity , Inspections , Proxy Season , Publicly-Traded Companies , Regulatory Standards

Another Reminder from Delaware About the Duty of Oversight

Following this summer’s much publicized decision by the Delaware Supreme Court in the Marchand v. Barnhill (Blue Bell Creameries) case, the Delaware Court of Chancery’s holding in In re Clovis Oncology, Inc. Derivative...more

10/29/2019 / Blue Bell Creameries , Board of Directors , Breach of Duty , Caremark claim , Clinical Trials , Corporate Counsel , Corporate Governance , DE Supreme Court , Derivative Suit , Food and Drug Administration (FDA) , Investigational New Drug Application (IND) , Oversight Duties , Pharmaceutical Industry , Popular

SEC Division of Corporation Finance Realigns Disclosure Program

On Friday, the Securities and Exchange Commission’s Division of Corporation Finance announced big changes in the internal structure of its disclosure program. While not a regular occurrence, such reorganizations happen...more

10/2/2019 / Administrative Departments , Corporate Governance , Disclosure Requirements , Publicly-Traded Companies , Securities and Exchange Commission (SEC)

Early Look at First Batch of CAMs Disclosures

More than two years since the PCAOB adopted the new critical audit matters (CAMs) disclosure requirement, the first batch of CAMs disclosures is finally rolling out with respect to audits of large accelerated filers with...more

9/4/2019 / Accelerated Filers , Auditors , Audits , Financial Statements , PCAOB , Publicly-Traded Companies

SEC Releases New Guidance Related to the Proxy Voting Process for Investment Advisers and Proxy Advisory Firms

Following a 3-2 vote last week, the Securities and Exchange Commission has released two pieces of guidance related to the proxy voting process: ..Commission Guidance Regarding Proxy Voting Responsibilities of Investment...more

8/29/2019 / Investment Adviser , Investment Advisers Act of 1940 , New Guidance , Proxy Advisory Firms , Proxy Voting , Proxy Voting Guidelines , Publicly-Traded Companies , Securities and Exchange Commission (SEC) , Securities Exchange Act

Sounding the Bell for Proactive Risk Oversight

The Delaware Supreme Court recently sounded a warning bell for directors, reminding that as part of their duty of loyalty, they “must make a good faith effort to implement an oversight system and then monitor it.” The case...more

8/15/2019 / Board of Directors , Caremark claim , Corporate Governance , DE Supreme Court , Duty of Loyalty , Good Faith , Risk Management , Shareholder Litigation

PCAOB Continues to Expand CAMs Resources

Earlier this month, the Public Company Accounting Oversight Board released additional resources regarding its new Critical Audit Matters (CAMs) disclosure requirement, with the latest resources targeted to audit committees...more

7/24/2019 / Audit Committee , Audits , Corporate Governance , Disclosure Requirements , Investors , PCAOB , Publicly-Traded Companies , Securities and Exchange Commission (SEC)

PCAOB Offers Guidance on Communications to Audit Committees Related to Independence

In response to audit firm requests for guidance and a number of deficiencies identified during the Public Company Accounting Oversight Board’s audit firm inspections process, the PCAOB has recently released new Staff Guidance...more

6/26/2019 / Audit Committee , Auditor Independence , Auditors , Audits , PCAOB , Public Disclosure , Regulation S-X , Securities and Exchange Commission (SEC)

Sagar Teotia Named SEC’s Acting Chief Accountant

Yesterday, the Securities and Exchange Commission announced that Wesley R. Bricker, the SEC’s Chief Accountant, will leave the SEC in June. Mr. Bricker has spent more than six years at the SEC, serving as Chief Accountant...more

5/31/2019 / Administrative Appointments , Securities and Exchange Commission (SEC)

PCAOB Takes a "Deeper Dive on the Communications of CAMs"

Last week, the Public Company Accounting Oversight Board issued additional staff guidance on implementation of the upcoming Critical Audit Matters (CAMs) disclosure requirement, offering a “Deeper Dive on the Communication of...more

5/30/2019 / Auditors , Audits , Boilerplate Language , Disclosure Requirements , New Guidance , PCAOB

Emails and Texts Could Constitute Corporate Books and Records

Directors, corporate secretaries and company counsel must be mindful of good corporate housekeeping practices involving the maintenance of corporate books and records. Earlier this year, a handful of Delaware court opinions...more

5/23/2019 / Board of Directors , Books & Records , Corporate Governance , Corporate Officers , Delaware General Corporation Law , Electronic Communications , Email , Inspection Rights , Institutional Investors , Section 220 Request , Shareholder Rights , Text Messages

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)

Alan Wilson

WilmerHale

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