The Corp Fin staff have been dropping hints for quite a while about potential enforcement actions in connection with abuses of non-GAAP financial measures, and now one has finally materialized. In an Order released today,...more
The SEC has posted the staff’s Report on Modernization and Simplification of Regulation S-K, a report to Congress required by the FAST Act. Although required by the FAST Act, this report builds on and reflects the review that...more
Corp Fin has just issued several new CDIs regarding pay-ratio disclosure (S-K Item 402(u)). As you probably recall, the pay-ratio provision mandates that the SEC require most public companies to disclose, in a wide range of...more
With the spotlight now on non-GAAP financial measures, companies might find this article in CFO.com to be particularly useful. The article provides practical guidance to help companies establish effective disclosure controls...more
According to BNA, at a recent conference, Corp Fin Director Keith Higgins reported that the highest proportions of comments so far received on the Reg S-K Concept Release related to better environmental and social...more
The SEC has just issued a proposal to amend the rules to require that exhibits to registration statements and reports contain hyperlinks to the exhibits in the exhibit index and that these filings all be made in HTML format....more
The SEC has posted a request for comment on some of the Reg S-K disclosure requirements that were not specifically covered in the Reg S-K Concept Release, issued earlier this year (see this PubCo post), which assessed the Reg...more
Last week, Corp Fin revised a CDI regarding disclosure about selling shareholder entities and withdrew another CDI on the same topic.
The revised CDI (140.02) expands on the nature of the disclosure required under Reg...more
In her statement at the SEC open meeting to vote on issuing the “Disclosure Update and Simplification Proposing Release,” SEC Commissioner Kara Stein protested that “this proposal may be framed in such a hyper-technical way...more
At an open meeting today, the SEC voted to take an interim step in its disclosure effectiveness project, proposing amendments “to eliminate redundant, overlapping, outdated, or superseded provisions,” in light of subsequent...more
In a webcast yesterday, “Non-GAAP Disclosures: The SEC Speaks,” sponsored by thecorporatecounsel.net, Corp Fin Chief Accountant Mark Kronforst, speaking for himself and not the SEC, shed more light on the recent guidance from...more
In a speech last week to the International Corporate Governance Network Annual Conference, the last agenda item discussed by SEC Chair Mary Jo White was the current state of sustainability reporting. The bottom line: the...more
In a speech last week to the International Corporate Governance Network Annual Conference, SEC Chair Mary Jo White announced that the Corp Fin staff is preparing a proposal to amend the current rule requiring board diversity...more
Without holding an open meeting, the SEC has proposed changes to the definition of a “smaller reporting company” that would raise the financial cap from “less than $75 million” in public float to “less than $250 million,”...more
As noted in Broc’s blog on thecorporatecounsel.net, the SEC has posted its Regulatory Flexibility Agenda for 2017. And, as Broc observes, these agendas are, to borrow his characterization, purely “aspirational,” and do not...more
The SEC’s verbal blitzkrieg on abuses of non-GAAP financial measures has finally made its way into some new and revised CDIs. As discussed in this PubCo post, in early May, SEC Deputy Chief Accountant Wesley Bricker, speaking...more
The SEC has issued a new concept release, as part of its Disclosure Effectiveness Initiative, seeking comment on modernizing certain business and financial disclosure requirements in Reg S-K. The release, which weighs in at a...more
At an open meeting this morning, the SEC (all three of them) voted to issue a concept release seeking comment on modernizing certain business and financial disclosure requirements in Reg S-K, part of the SEC’s disclosure...more
As discussed in this PubCo post, last year the PCAOB adopted Auditing Standard No. 18, Related Parties, addressing related-party transactions, significant unusual transactions and transactions with executive officers. (See...more
At a meeting of the SEC’s Advisory Committee on Small and Emerging Companies at the end of last month, the Committee approved a set of Recommendations about Expanding Simplified Disclosure for Smaller Issuers. A key focus...more
On July 1, 2015, the SEC issued a proposal to implement the last of the compensation-related provisions of the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act that remained untouched on the SEC's plate—Section...more
7/27/2015
/ Clawbacks ,
Compliance ,
Dodd-Frank ,
Executive Compensation ,
Federal Register ,
Form 10-K ,
GAAP ,
Pay-for-Performance ,
Proxy Statements ,
Regulation S-K ,
Rule 10D-1 ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Total Shareholder Return (TSR) ,
W-2 ,
XBRL Filing Requirements
At an open meeting this morning, the SEC voted, three to two, to propose rules implementing Section 954 of Dodd-Frank, the clawback provision. Both Commissioners Gallagher and Piwowar voted against the proposal....more
7/2/2015
/ Amended Regulation ,
Clawbacks ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Form 10-K ,
Incentive Compensation ,
Proposed Regulation ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Total Shareholder Return (TSR)
In the wake of the Enron scandal and the dot-com bust in 2003, the SEC adopted Reg G and related amendments to Reg S-K to prevent public disclosure of misleading non-GAAP financial measures. Among other things, these rules...more
Let’s just say that no one at the meeting of the SEC’s Advisory Committee on Small and Emerging Companies yesterday morning had anything nice to say about the SEC’s current disclosure regime, no matter where they sat –as a...more
On April 29, 2015, the SEC voted to propose rules requiring public companies to disclose the relationship between compensation actually paid and company financial performance. The proposal comes almost five years after the...more