Corporation Finance

Fresh SEC Guidance for Small Filers

February 28, 2012

Take heart, all you overworked, overwhelmed non-accelerated filers! The SEC has published its latest batch of guidance for small public companies, a 54-slide summary of filing errors and issues common to non-accelerated filers. From musings about the MD&A to questions about controls, and extra tips on how to ask the SEC for help, it's all in there.
 

CEO's Tweets Raise Reg FD Questions

November 08, 2011

Alan Meckler, CEO of WebMediaBrands, uses Twitter to send out notes about his music interests, travel plans—and the occasional remark about the company's new products and how the quarter is going. Do the CEO's missives violate the selective disclosure rules of Regulation Fair Disclosure? Some say they do; Meckler disagrees. "I'm not specifically targeting investors or shareholders," he says. More on what others say inside.
 

What Triggers a Selective SEC Filing Review?

October 04, 2011

Exactly what triggers a selective review by the SEC's Division of Corporation Finance is closely guarded, but former staffers say Corp Fin is on the lookout for several red flags, including unclear and inconsistent filings. Some reviews can be based on a hunch. "Staff is allowed to use common sense in selecting filings for review," says David Martin, a partner at law firm Covington & Burling.
 

Reminder for Companies: Commission Not Bound To Corp Fin Comments

May 09, 2011

The SEC's Division of Corporation Finance is adding an extra paragraph to its reviews of financial filings to remind companies that the SEC isn't bound by the Division's comments. The statement partly reads: "We remind you that our comments or changes to disclosure in response to our comments do not foreclose the Commission from taking any action with respect to the company or the filing[s]."
 

Corp Fin Updates Financial Reporting Manual

April 13, 2011

The SEC's Division of Corporation Finance updated its reporting manual to revise topics including reporting status, financial statement requirements for multiple series registrants, income averaging, changes in accountants, and foreign business financial statements. The manual clarifies positions the staff took at the end of 2010. More details inside.
 

SEC, Other Agencies Prepare Rule on Asset-Backed Securities

March 28, 2011

The SEC is one of the six agencies that will consider this week proposing a rule under the Dodd-Frank Act that could require securitizers to maintain an economic interest in the asset-backed securities they issue.
 

SEC Adds Disclosure, Credit Risk Items to Agenda

March 25, 2011

The SEC is tackling several more Dodd-Frank Act proposals this week, including independence standards for board directors who serve on compensation committees and conflict-of-interest rules for pay consultants. It will also consider new retention requirements for issuers of asset-backed securities. More details inside.
 

SEC Staff Posts Guidance on Say-on-Pay Rule

February 15, 2011

The SEC's Division of Corporation Finance has issued additional guidance on implementing new rules for shareholder advisory votes on executive pay and severance packages. The interpretations cover which companies are eligible for delayed phase-in, how to draft the proxies, and other common questions. Details inside.
 

Corp Fin Director on Dodd-Frank, Pay Rulemaking

October 26, 2010

Those interested in the governance and pay-related provisions under the Dodd-Frank Act got an update on the Securities and Exchange Commission's progress and plans for putting those rules in place, courtesy of the head of the agency's Division of Corporation Finance.With the say-on-pay rulemaking proposals now out for comment, the...
 

New Interactive Data C&DIs

September 21, 2010

Filers with questions on complying with the Securities and Exchange Commission's XBRL mandate take note: The staff of the Division of Corporation Finance has updated a handful of interpretations relating to the interactive data rule.The five new Compliance & Disclosure Interpretations, added Sept. 17, relate to Regulation S-K and Regulation S-T.Question 146.14...
 

C&DI Updates From Corp Fin

August 13, 2010

The staff in the Securities and Exchange Commission's Division of Corporation Finance has published several updates to its Compliance & Disclosure Interpretations.The updates published Aug. 11 include eight new interpretations and three revisions to existing interpretations.Two of the revised interpretations (Revised Question 139.29 and Revised Question 139.30) relate to lock-up agreements.A...
 

SEC Guidance and No-Action Address 436(g) Repeal Issues

July 23, 2010

The Securities and Exchange Commission has taken swift action to address one of the undoubtedly long list of issues stemming from the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act.The staff of the Division of Corporation Finance has issued guidance and no-action relief to deal with an...
 

SEC's Corp Fin Creates Three New Specialized Offices

July 19, 2010

First the Securities and Exchange Commission's Enforcement Division got an overhaul, now major changes are underway in the Division of Corporation Finance, the unit that reviews public company filings.Corp Fin is creating three new specialized offices focusing on large financial institutions, asset-backed securities and other structured products, and securities offering...
 

SEC Financial Reporting Manual Updates

July 16, 2010

Corporate financial reporting folks take note: The staff of the Securities and Exchange Commission's Division of Corporation Finance have made some more updates to the Financial Reporting Manual, the internal staff reference document that reflects staff view on various reporting issues.The July 7 updates cover issues related to Regulation S-X Rule...
 

SEC Votes to Publish Proxy System Concept Release

July 14, 2010

As expected, the Securities and Exchange Commission's five commissioners voted unanimously to publish its long-awaited Concept Release on the U.S. Proxy System.The so-called "proxy plumbing" concept release, which is expected to include a 90-day comment period when published, is part of the first comprehensive SEC review of the infrastructure of the...
 

Corp Fin Updates Compliance & Disclosure Interpretations

June 10, 2010

The staff of the Securities and Exchange Commission Division of Corporation Finance has updated a hodgepodge of Compliance and Disclosure Interpretations practitioners will want to check out.The June 4 interpretations update Securities Act sections, rules, and forms, Regulation S-K, Exchange Act rules and Form 8-K, and Regulation FD.Since the staff...
 

Schapiro Details How the SEC Would Spend 2011 Budget

March 17, 2010

Information that should be of interest to anyone in an organization regulated in any way by the Securities and Exchange Commission: details from its chairman on how the agency plans to spend its resources in the coming fiscal year.SEC Chairman Mary Schapiro took to the Hill this week to provide...
 

SEC Posts SLB on Suspending Section 15(d) Reporting

March 16, 2010

Welcome news for some companies seeking to suspend their reporting obligation under Exchange Act Section 15(d)—they won't have to seek no action relief to do so if they meet the criteria detailed in a new Securities and Exchange Commission Staff Legal Bulletin.Amid a flurry of no-action requests on the topic,...
 

SEC Adds New XBRL FAQs, More C&DI Updates

March 09, 2010

Companies and their counsel should take note: The Securities and Exchange Commission had added some new Frequently Asked Questions and updated some staff interpretations that you'll want to take a look at.The staff of the Office of Interactive Disclosure recently published six new FAQs related to the SEC's Interactive Data...
 

SEC Posts New Interpretations on Proxy Disclosure Rule

February 17, 2010

More help for companies on complying with the Securities and Exchange Commission's new Proxy Disclosure Enhancements rule: The staff of the Division of Corporation Finance has posted six new Compliance and Disclosure Interpretations.Among other things, the rule, adopted by the SEC in December, requires new disclosure about executive pay, risks and risk...
 

More Staff Interps on New Proxy Disclosure Rule

January 21, 2010

The Securities and Exchange Commission staff published more new Compliance and Disclosure Interpretations related to the new proxy disclosure enhancements rule.The rule, adopted by the SEC on Dec. 16, requires greater disclosure about executive pay, risks and risk oversight, and directors' experience and qualifications. It also changes the way stock...
 

Roundup of SEC News, Happenings for the Week

January 15, 2010

It was another busy week at the Securities and Exchange Commission.In addition to the new cooperation tools and policy statement and the ramp up of the new specialized enforcement units and Office of Market Intelligence previously reported, SEC Chair Mary Schapiro testified before the Financial Crisis Inquiry Commission on her...
 

SEC Posts Non-GAAP Financial Information Guidance

January 12, 2010

As promised, the staff of the Securities and Exchange Commission has published new guidance on the use of non-GAAP financial information.The Division of Corporation Finance staff has added more than 30 Compliance & Disclosure Interpretations comprising its interpretations of the rules and regulations on the use of non-GAAP financial measures.As...
 

SEC Oks Tweaked Proxy Disclosure Enhancements for 2010

December 16, 2009

Those tasked with drafting proxy disclosures take note: The Securities and Exchange Commission has approved proposed amendments to its proxy disclosure rules, with some notable changes from the July proposing release, that you'll have to incorporate into your 2010 proxy disclosures.The SEC, in a 4-1 vote, okayed proposed changes to...
 

Updates, Tips for Filers From Div of Corporation Finance

November 19, 2009

Corporate reporting types take note: There a several developments coming out of the Securities and Exchange Commission's Division of Corporation Finance that you'll want to watch for in the coming months.Several items currently in the works should be of interest to financial statement preparers, including an update to the Financial...
 

SEC on 2009 Proxy Season, Expectations for 2010

November 10, 2009

Note to those tasked with drafting the Compensation Discussion and Analysis section of the proxy: Pay particular attention to your analysis and performance target disclosures, because the Securities and Exchange Commission staff will.That was one takeaway from a Nov. 9 speech at the 4th Annual Proxy Disclosure Conference, in which...
 

Corp Fin Issues New Guidance on Shareholder Proposals

October 27, 2009

Attention companies and shareholders: New guidance from the staff of the Securities and Exchange Commission's Division of Corporation Finance is likely to allow more shareholder proposals relating to risk assessments and chief executive succession onto corporate ballots.In an Oct. 27 staff legal bulletin the SEC provided new guidance on the...
 

New SEC Compliance & Disclosure Interpretations Posted

September 15, 2009

The staff of the Division of Corporation Finance has published a flurry of new and revised Compliance and Disclosure Interpretations updating its interpretations relating to the Securities Act rules, Regulation S-K, Exchange Act Form 8-K, Regulation S-T, Regulations 13D and 13G, and Schedules and interactive data.The C&DIs, posted on Sept....
 

SEC Staff Updates Dozens of C&DIs

August 17, 2009

Once again, the staff of the Securities and Exchange Commission's Division of Corporation Finance has posted a number of Compliance and Disclosure Interpretations corporate counsel will want to check out.The updates include dozens of new and revised questions under the Securities Act Sections, Rules and Forms, Regulation S-K, Exchange Act...
 

New Staff Interpretations on XBRL, Reg S-T, More

June 01, 2009

The staff of the Securities and Exchange Commission Division of Corporation Finance has posted a slew of new Compliance and Disclosure Interpretations, including several related to its new XBRL mandate.While the C&DIs related to the SEC's interactive data rule are published in, and numbered in accordance with, the C&DIs for...
 

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Survey of the Week


Deloitte is conducting their annual Look Before You Leap: Managing Risks in Global Investments survey to better understand the approaches companies are taking to address compliance and integrity-related risks in emerging markets. 

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