Securities and Exchange Commission (SEC)

Website: www.sec.gov

The mission of the U.S. Securities and Exchange Commission is to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation.

Recent Developments – Past 90 days


PwC Resources

Video: Top 5 year-end SEC reporting reminders
This PwC video highlights key financial reporting reminders for companies as they head into the year-end reporting cycle.

SEC comment letter trends series
PwC discusses key comment letter trends and considerations based on comment letters published by the SEC staff. Trends are organized by selected industries and accounting topics. We highlight the areas that received the most comments from the SEC and provide relevant examples of recent comments to aid preparers in assessing whether their disclosures are transparent and consistent with relevant accounting and reporting guidance.

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Select News Releases

SEC extends comment period for proposed rules on resource extraction issuers under Dodd-Frank Act
SEC - 01/21/2016
The SEC announced an extension of the comment period for proposed rules that would require resource extraction issuers to disclose payments made to the U.S. federal government or foreign governments for the commercial development of oil, natural gas or minerals. The comment period for the proposal is divided between an initial comment period and a period for reply comments. The SEC is extending the time period in which to provide it with initial comments until February 16, 2016, and to provide reply comments until March 8, 2016.

SEC adopts rules implementing FAST Act provisions
SEC - 01/13/2016
The SEC approved interim final rules implementing two provisions of the Fixing America’s Surface Transportation (FAST) Act, adopted by Congress in December, that revise financial reporting forms for emerging growth companies and smaller reporting companies.

SEC announces opportunity to test file in preparation for crowdfunding offerings
SEC - 12/18/2015
The SEC staff has announced that companies may immediately begin test filings of the form to be used when conducting Regulation Crowdfunding offerings. Under new SEC rules that takes effect on May 16, 2016, companies will be permitted to offer and sell securities through crowdfunding. Filers are now able to submit test filings on the new form. The test filings will be accepted until February 29, 2016.

SEC proposes disclosure of payments to governments by extractive industries 
SEC - 12/11/2015
The SEC issued proposed rules regarding the disclosure of payments to governments from resource extraction issuers. The rules require the issuer to publicly disclose payments made to foreign governments and the US federal government on a project basis. 

SEC proposes new derivatives rules for registered investment companies
SEC - 12/11/2015
The SEC published a proposed rule designed to enhance the regulation of the use of derivatives by registered investment companies, including mutual funds, exchange-traded funds (ETFs) and closed-end funds, as well as business development companies.  The proposed rule would limit funds’ use of derivatives and require them to put risk management measures in place which would result in better investor protections.

SEC issues additional FAQs on Volcker Rule
SEC - 11/20/2015
The staff of the Divisions of Trading and Markets, Investment Management, and Corporation Finance issued two additional frequently asked questions and answers (FAQs) concerning the SEC’s final rule implementing section 13 of the Bank Holding Company Act of 1956 (“BHC Act”), commonly referred to as the “Volcker Rule.” The new FAQs address: (1) termination of market-making activity: treatment of residual positions and (2) applicability of the restrictions in Section 13(f) of the BHC Act.

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Proposed rules

See the SEC's website for a complete list of all outstanding proposed rules.

SEC Proposed Rule: Disclosure of Payments by Resource Extraction Issuers
SEC - 12/11/2015
The SEC is proposing Rule 13q-1 and an amendment to Form SD to implement Section 1504 of the Dodd-Frank Act relating to disclosure of payments by resource extraction issuers. Rule 13q-1 was initially adopted by the Commission on August 22, 2012, but it was subsequently vacated by the U.S. District Court for the District of Columbia.

SEC Proposed Rule: Use of Derivatives by Registered Investment Companies and Business Development Companies
SEC - 12/11/2015
The SEC is proposing rule 18f-4, a new exemptive rule under the Investment Company Act of 1940 designed to address the investor protection purposes and concerns underlying section 18 of the Act and to provide an updated and more comprehensive approach to the regulation of funds’ use of derivatives. The proposed rule would permit mutual funds, ETFs, closed-end funds, and companies that have elected to be treated as BDCs under the Act to enter into derivatives transactions and financial commitment transactions (as those terms are defined in the proposed rule) notwithstanding the prohibitions and restrictions on the issuance of senior securities under section 18 of the Act, provided that the funds comply with the conditions of the proposed rule. 

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Final Rules

See the SEC's website for a complete list of all final rules.

SEC Interim Rule: Simplification of Disclosure Requirements for Emerging Growth Companies and Forward Incorporation by Reference on Form S-1 for Smaller Reporting Companies
SEC - 01/13/2016
The SEC is adopting interim final amendments to its rules and forms to implement Sections 71003 and 84001 of the Fixing America’s Surface Transportation (FAST) Act, which require that the Commission revise Forms S-1 and F-1 to permit emerging growth companies to omit financial information for certain historical periods and revise Form S-1 to permit forward incorporation by reference for smaller reporting companies.

SEC Final Rule: Crowdfunding
SEC - 10/30/2015
The SEC has adopted new Regulation Crowdfunding under the Securities Act of 1933 and the Securities Exchange Act of 1934 to implement the requirements of Title III of the JOBS Act. The new regulation prescribes rules governing the offer and sale of securities under new Section 4(a)(6) of the Securities Act of 1933. It also provides a framework for the regulation of registered funding portals and broker-dealers that issuers are required to use as intermediaries in the offer and sale of securities in reliance on Section 4(a)(6).

SEC Final Rule: Pay Ratio Disclosure
SEC - 08/05/2015
The SEC has adopted amendments to Item 402 of Regulation S-K to implement Section 953(b) of the Dodd-Frank Act to require a public company to disclose the ratio of the compensation of its CEO to the median compensation of its employees.  The new rule provides companies with flexibility in calculating this pay ratio, and helps inform shareholders when voting on “say on pay.” The new rule will provide shareholders with information they can use to evaluate a CEO’s compensation, and will require disclosure of the pay ratio in registration statements, proxy and information statements, and annual reports that call for executive compensation disclosure.  Companies will be required to provide disclosure of their pay ratios for their first fiscal year beginning on or after January 1, 2017.

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Financial Reporting Manual

SEC Division of Corporation Finance: Financial Reporting Manual (Updated August 2015)
SEC - 08/25/2015
The SEC's Division of Corporation Finance has published an updated version of Financial Reporting Manual. The manual serves as an internal, informal reference document to provide general guidance to SEC staff when reviewing for compliance with SEC reporting rules. Though nonauthoritative, the manual is a helpful source for companies and auditors to refer to for general information on SEC reporting matters. The manual covers a variety of topics such as financial statement requirements, pro forma information, non-GAAP measures, and MD&A, to name a few.

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Select Speeches

For a complete list of speeches and other public statements by the Chairman, Commissioners, and staff of the SEC, which cover a wide range of topics concerning the state of the markets and the Commission's regulatory agenda, visit the SEC’s website.

Remarks by Andrew Ceresney at the 2016 Directors Forum
SEC - 01/25/2016
SEC Division of Enforcement Director Andrew Ceresney discussed the history and context of the SEC’s activity in the issuer reporting and disclosure space, focusing on the current enforcement landscape, including recent actions. He also discussed the SEC's enhanced efforts to detect financial reporting misconduct.

Remarks by Keith Higgins at PLI – Fifteenth Annual Institute on Securities Regulation in Europe
SEC - 01/21/2016
Keith Higgins, Director–SEC Division of Corporation Finance, discussed the SEC’s thinking on cross-border offerings, and steps it has taken to address the challenges presented by global offerings, events, trends in the international markets over the last three decades. He also discussed crowdfunding, disclosure reform, and interim financial reporting.

Remarks by Mary Jo White at the SEC Investor Advisory Committee
SEC - 01/21/2016
SEC Chair Mary Jo White shared some updates on the Commission's work concerning the implementation of certain provisions under the FAST Act and JOBS Act, including adopting final crowdfunding rules.

Remarks by Mary Jo White at the 2015 AICPA National Conference on SEC and PCAOB Developments
SEC - 12/09/2015
SEC Chair May Jo White discussed some of the current work being done at the SEC, including its disclosure effectiveness review, concept release on audit committee disclosure, and the status of the Commission’s consideration of the further use of International Financial Reporting Standards (IFRS).

Remarks by James Schnurr at the 2015 AICPA National Conference on SEC and PCAOB Developments
SEC - 12/09/2015
SEC Chief Accountant James Schnurr shared some of his overall thoughts and perspectives on the accounting profession, including several key issues facing the profession; considerations about disclosure effectiveness; the role and communications of audit committees; and the importance of high-quality auditing standards.

Remarks by Brian Croteau at the 2015 AICPA National Conference on SEC and PCAOB Developments
SEC - 12/09/2015
SEC Deputy Chief Accountant Brian Croteau discussed four of the areas the SEC devoted significant attention to over the past year: (1) assessments of internal control over financial reporting, (2) concept release on potential changes to audit committee reporting requirements, (3) auditor independence, and (4) PCAOB-related matters.  

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Other documents

SEC staff issues Compliance & Disclosure Interpretations on the FAST Act
SEC - 12/21/2015
On December 4, 2015, President Obama signed into law the Fixing America’s Surface Transportation Act, or the FAST Act. While the primary objective of the law is to ensure funding for US transportation and infrastructure improvements, the FAST Act also includes a number of securities-related provisions. The SEC staff issued two Compliance and Disclosure Interpretations to provide guidance with respect to the omission of interim financial information and financial statements of entities other than the issuer.

SEC staff publishes compliance and disclosure interpretations re: unbundling items for shareholder vote in an M&A context
SEC - 10/27/2015
The SEC's Division of Corporation Finance (Corp Fin) issued two new Compliance and Disclosure Interpretations (C&DIs) on Exchange Act Rule 14a-4(a)(3). Exchange Act Rule 14a-4(a)(3) addresses the “unbundling” of separate matters that are submitted to a shareholder vote. The two interpretations address unbundling under Rule 14a-4(a)(3) in the context of mergers, acquisitions, and similar transactions and replace the “September 2004 Interim Supplement to Publicly Available Telephone Interpretations" (Regarding Unbundling under Rule 14a-4(a)(3) in the M&A Context).

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