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


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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 Approves 2017 PCAOB Budget and Accounting Support Fee
SEC - 12/14/2016
The Securities and Exchange Commission voted today to approve the 2017 budget of the Public Company Accounting Oversight Board (PCAOB) and the related annual accounting support fee

SEC Chair Mary Jo White announces departure plans
SEC - 11/15/2016
SEC Chair Mary Jo White, after nearly four years as the agency’s head, announced that she intends to leave at the end of the Obama Administration.

SEC approves plan to create Consolidated Audit Trail
SEC - 11/15/2016
The SEC voted to approve a national market system (NMS) plan to create a single, comprehensive database known as the consolidated audit trail (CAT) that will enable regulators to more efficiently and thoroughly track all trading activity in the U.S. equity and options markets. 

SEC proposes amendments to require use of proxy cards
SEC - 10/26/2016
The SEC voted to propose amendments to the proxy rules to require parties in a contested election to use universal proxy cards that would include the names of all board of director nominees. This proposal gives shareholders the ability to vote by proxy for their preferred combination of candidates. 

SEC adopts final rules to facilitate intrastate and regional securities offerings
SEC - 10/26/2016
The SEC adopted final rules that modernize how companies can raise money to fund their businesses through intrastate and small offerings while maintaining investor protections. 

SEC adopts rules to modernize information reported by funds, require liquidity risk management programs and permit swing pricing
SEC - 10/13/2016
The SEC voted to adopt changes to modernize and enhance the reporting and disclosure of information by registered investment companies and to enhance liquidity risk management by open-end funds, including mutual funds and exchange-traded funds.

SEC proposes amendments to rewuire use of universal proxy cards
SEC - 10/26/2016
The SEC will consider whether to propose amendments to the proxy rules to require the use of universal proxy cards that would include the names of all nominees in contested board of directors’ elections.   The rule amendments, which would enable shareholders to vote by proxy in a way that more closely resembles how they can vote in person at a shareholder meeting, would make it easier for shareholders to vote for the combination of candidates they prefer.  The Commission also will consider amendments to specify the applicable voting options and voting standards in all director elections.

SEC adopts final rules to facilitate intrastate and regional securities offerings
SEC - 10/26/2016
The SEC adopted final rules that modernize how companies can raise money to fund their businesses through intrastate and small offerings while maintaining investor protections. The rules are part of the Commission’s efforts to assist smaller companies with capital formation while maintaining investor protections.

SEC proposes rule amendment to expedite process for settling securities transactions
SEC - 09/28/2016
The SEC voted to propose a rule amendment to shorten the standard settlement cycle for most broker-dealer securities transactions from three business days after the trade date (T+3) to two business days after the trade date (T+2). The proposed amendment is designed to reduce the risks that arise from the value and number of unsettled securities transactions prior to the completion of settlement, including credit, market, and liquidity risk directly faced by U.S. market participants.
At the bottom of the doc add Related Materials with a link to the proposed rule on the SEC site (on the left of the press release page).

SEC adopts rules for enhanced regulatory framework for securities clearing agencies
SEC - 09/28/2016
The SEC voted to adopt new rules to establish enhanced standards for the operation and governance of securities clearing agencies that are deemed systemically important or that are involved in complex transactions, such as security-based swaps. The SEC also voted to propose to apply the enhanced standards established by the new rules to other categories of securities clearing agencies, including all SEC-registered central counterparties.

Extension of comment period for disclosure update and simplification
SEC - 09/26/2016
The SEC is extending the comment period for a proposal to amend certain of its disclosure requirements that may have become redundant, duplicative, overlapping, outdated, or superseded, in light of other Commission disclosure requirements, U.S. GAAP, IFRS, or changes in the information environment.

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Proposed rules

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

SEC Proposed Rule: Universal Proxy
SEC - 10/26/2016
The SEC is proposing amendments to the federal proxy rules to require the use of universal proxies in all non-exempt solicitations in connection with contested elections of directors other than those involving registered investment companies and business development companies.

SEC Proposed Rule: Amendment to Securities Transaction Settlement Cycle
SEC - 09/28/2016
The SEC proposes to amend Rule 15c6-1(a) under the Exchange Act to shorten the standard settlement cycle for most broker-dealer transactions from three business days after the trade date (“T+3”) to two business days after the trade date (“T+2”). The proposed amendment is designed to reduce a number of risks, including credit risk, market risk, and liquidity risk and, as a result, reduce systemic risk for U.S. market participants.

SEC Proposed Rule: Definition of “Covered Clearing Agency”
SEC - 09/28/2016
The SEC proposes to amend the definition of “covered clearing agency” under Rule 17Ad-22 to mean a registered clearing agency that provides the services of a central counterparty (“CCP”), central securities depository (“CSD”), or a securities settlement system (“SSS”). The SEC also proposes a definition of “securities settlement system” and proposes to amend the definitions of “central securities depository services” to facilitate the proposed amendment to “covered clearing agency.” In addition, the SEC proposes to amend the definition of “sensitivity analysis” under Rule 17Ad-22 to expand the scope of covered clearing agencies subject to requirements thereunder.

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Final Rules

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

SEC adopts revisions to EDGAR Filer Manual
SEC - 10/26/2016
The Securities and Exchange Commission (the Commission) is adopting revisions to the Electronic Data Gathering, Analysis, and Retrieval System (EDGAR) Filer Manual and related rules to reflect updates to the EDGAR system.

SEC adopts rules to promote effective liquidity risk management
SEC - 10/13/2016
The SEC is adopting new rules, a new form and amendments to a rule and forms designed to promote effective liquidity risk management throughout the open-end investment company industry, thereby reducing the risk that funds will be unable to meet their redemption obligations and mitigating dilution of the interests of fund shareholders. The amendments also seek to enhance disclosure regarding fund liquidity and redemption practices.

SEC adopts rules to modernize investment company reporting
SEC - 10/13/2016
The SEC is adopting new rules and forms as well as amendments to its rules and forms to modernize the reporting and disclosure of information by registered investment companies.

SEC adopts amendments to permit registered open-end managment investment company
SEC - 10/13/2016
The SEC is adopting amendments to Rule 22c-1 under the Investment Company Act to permit a registered open-end management investment company (“open-end fund” or “fund”) (except a money market fund or exchange-traded fund), under certain circumstances, to use “swing pricing,” the process of adjusting the fund’s net asset value (“NAV”) per share to effectively pass on the costs stemming from shareholder purchase or redemption activity to the shareholders associated with that activity, and amendments to Rule 31a-2 to require funds to preserve certain records related to swing pricing. The Commission is also adopting amendments to Form N-1A and Regulation S-X and a new item in Form N-CEN, all of which address a fund’s use of swing pricing. 

SEC adopts amendments to modernize Rule 147
SEC - 10/13/2016
The SEC adopted amendments to modernize Rule 147 under the Securities Act of 1933, which provides a safe harbor for compliance with the Section 3(a)(11) exemption from registration for intrastate securities offerings. They are also establishing a new intrastate offering exemption under the Securities Act, designated Rule 147A. The amendments to Rule 147 and new Rule 147A are designed to facilitate capital formation, including through offerings relying upon intrastate crowdfunding provisions under state securities laws, while maintaining appropriate investor protections and providing state securities regulators with the flexibility to add additional investor protections they deem appropriate for offerings within their state.

SEC adopts amendments related to standards for covered clearing agencies
SEC - 09/28/2016
The SEC is adopting amendments to Rule 17Ad-22 and adding new Rule 17Ab2-2 pursuant to Section 17A of the Exchange Act and the Clearing Supervision Act, enacted in Title VIII of the Dodd-Frank Act.

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Financial Reporting Manual

SEC Division of Corporation Finance: Financial Reporting Manual (Updated November 2016)
SEC -11/09/2016
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 SEC Commissioner Michael Piwowar at Open Meeting on 2017 PCAOB Budget
SEC - 12/14/2016
SEC Commissioner Michael Piwowar spoke at the open meeting on the PCAOB's 2017 budget in opposition to the proposed budget.

Remarks by SEC Chair Mary Jo White at Open Meeting on PCAOB Proposed Budget and Accounting Support Fee for 2017
SEC - 12/14/2016
SEC Chair Mary Jo White spoke at the SEC open meeting about the PCAOB proposed budget and accounting support fee for 2017.

Remarks by Kara Stein on the Commission’s Consideration of the Public Company Accounting Oversight Board’s Proposed 2017 Budget and Accounting Support Fee
SEC - 12/14/2016
SEC Commissioner Kara Stein spoke on the Commission’s Consideration of the Public Company Accounting Oversight Board’s Proposed 2017 Budget and Accounting Support Fee.

Remarks by Mary Jo White to the Investor Advisory Committee
SEC - 12/08/2016
SEC Chair Mary Jo White briefly recapped some of the SEC's recent activities, and she stressed the continued importance of the Investor Advisory Committee.

Remarks by Sylvia Alicea before the 2016 AICPA National Conference on Current SEC and PCAOB Developments
SEC - 12/05/2016
Professional Accounting Fellow of the Office of the Chief Accountant Sylvia Alicea spoke before the 2016 AICPA Conference on Current and PCAOB Developments about observations related to consultations OCA has received on the new revenue standard (Topic 606), including views on the definition of a “contract” and application of the contract combination guidance. Also, providing a reminder on transition disclosures and an update on the future of Staff Accounting Bulletin (SAB) Topic 13.

Remarks by Sean May before the 2016 AICPA Conference on Current SEC and PCAOB Developments
SEC - 12/05/2016
Professional Accounting Fellow of the Office of the Chief Accountant Sean May discussed the implementation of the new credit losses standard, the importance of consistent accounting policies, and the judgment required to determine if a grant date has been established in connection with a share-based payment award.

Remarks by Ruth Uejio before the 2016 AICPA Conference on Current and PCAOB Developments
SEC - 12/05/2016
Professional Accounting Fellow of the Office of the Chief Accountant Ruth Uejio spoke at the 2016 AICPA Conference on Current and PCAOB Developments about recent consultations and monitoring activities related to:recognition of payments to customers; presentation and disclosure considerations related to the principal versus agent analysis; allocation of a change in PBO to pension interest cost; and implementation activities of the new leases standard.

Remarks by Marc Panucci at the 2016 AICPA Conference on Current SEC and PCAOB Developments
SEC - 12/05/2016
Deputy Chief Accountant Marc Panucci spoke at the 2016 AICPA Conference on Current SEC and PCAOB Developments about three areas of continued importance to the Professional Practice Group: internal control over financial reporting, independence, and PCAOB matters.

Remarks by Jonathan Wiggins before the 2016 AICPA Conference on Current SEC and PCAOB Developments
SEC - 12/05/2016
Associate Chief Accountant Jonathan Wiggins shared some observations related to the accounting for joint ventures and other strategic alliances, the definition of a public business entity and its effect on certain equity method investees of SEC registrants, and measurement period adjustments in business combinations.

Remarks by Jennifer Todling at the 2016 AICPA Conference on Current SEC and PCAOB Developments
SEC - 12/05/2016
Professional Accounting Fellow of the Office of the Chief Accountant Jennifer L. Todling spoke about the future and the importance of high quality implementationand monitoring of new accounting standards at the 2016 AICPA Conference on Current SEC and PCAOB Developments.

Remarks by Jenifer Minke-Girard before the 2016 AICPA Conference on Current SEC and PCAOB Developments
SEC - 12/05/2016
Assistant Deputy Chief Accountant Jenifer Minke-Girard discusses SEC involvement in IOSCO Committee 1, followed by an overview of its activity this year related to accounting consultations.

Remarks by Brian Staniszewski at the 2016 AICPA National Conference on Current SEC and PCAOB Developments
SEC - 12/05/2016
Professional Accounting Fellow of the Office of the Chief Accountant Brian Staniszewski spoke at the 2016 AICPA Conference on Current SEC and PCAOB Developments about the FASB's updated recognition and measurement guidance for financial instruments and also shared observations on recent accounting consultations.

Keynote Address by Wesley Bricker at the 2016 AICPA Conference on Current SEC and PCAOB Developments
SEC - 12/05/2016
SEC Chief Accountant Wesley R. Bricker gave the keynote address before the 2016 AICPA Conference on Current SEC and PCAOB Developments. Bricker spoke about the responsibility of maintaining high quality financial reporting in capital markets and shared thoughts regarding the roles of preparers, audit committees, auditors, and standard-setters in the current environment.

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Other documents

SEC staff update staff guidance for EDGAR Filings for Asset-Backed Securities Issuers
SEC - 11/30/2016
The SEC is providing a guide, in question and answer format, to issuers of Asset-Backed Securities (ABS) regarding certain programming changes to the EDGAR system that have been made to support recently adopted revisions to Regulation AB and new Exchange Act Rule 15Ga-2. This guide incorporates and updates the information previously provided by the Staff of the Division of Corporation Finance.

SEC staff updates C&DIs on Securities Act Rules
SEC - 11/17/2016
The SEC's Division of Corporation Finance (CorpFin) has released updates to its Compliance and Disclosure Interpretations (C&DIs) on Securities Act Rules (Questions 182.12, 182.13, 182.14 and 256.34).

SEC staff updates C&DIs on Securities Act Rules
SEC - 11/09/2016
The SEC's Division of Corporation Finance (CorpFin) has released updates to its Compliance and Disclosure Interpretations (C&DIs) on Securities Act Rules (Questions 240.11, 240.15 and 240.16). 

SEC staff updates C&DIs on Securities Act Forms
SEC - 11/09/2016
The SEC's Division of Corporation Finance (CorpFin) has released updates to its Compliance and Disclosure Interpretations (C&DIs) on Securities Act Forms (Questions 126.06, 126.42 - 126.44).

SEC staff updates C&DIs on Information for Form ABS-EE Filings
SEC - 11/03/2016
The SEC updated its Compliance and Disclosure Interpretations relating to the filing of asset-level disclosures on Form ABS-EE (Questions 10 -13).

SEC staff updates C&DIs on Proxy Rules and Schedule 14A
SEC - 11/02/2016
The SEC updates its Compliance and Disclosure Interpretations for Proxy Rules and Schedule 14A (Regarding Submission of Annual Reports to SEC under Rules 14a-3(c) and 14c-3(b)). 

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