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 Adopts Business Conduct Standards for Security-Based Swap Dealers and Major Security-Based Swap Participants
SEC - 04/20/2016
The SEC voted on April 13 to adopt final rules implementing a comprehensive set of business conduct standards and chief compliance officer requirements for security-based swap dealers and major security-based swap participants (security-based swap entities). The final rules are adopted under Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which authorizes the Commission to implement a framework for regulating the over-the-counter security-based swap markets.

SEC Notice of Filing of Proposed Amendments to Board Rules Relating to Inspections
SEC - 04/18/2016
The SEC issued a "Notice of Filing of Proposed Amendments to PCAOB Rules Relating to Inspections" to solicit comments on the PCAOB’s proposal to modify small firm inspections; specifically, those firms that have fewer than 100 public company audit clients. The amendments eliminate the requirement that firms that do not issue audit reports but do play a substantial role in audits be inspected every three years. However, each year, the PCAOB will select at least 5% of these firms for inspection.
Comments are due 21 days after publication in the Federal Register.

SEC seeks comments on the disclosure requirements of Regulation S-K
SEC - 04/13/2016
The SEC published a concept release to solicit stakeholder input on whether the business and financial disclosure requirements in Regulation S-K continue to provide important information for investors and how it can be presented most effectively. The request for comment represents the second release of the SEC’s disclosure effectiveness initiative.

SEC seeks comments on PCAOB amendments to rules relating to inspections
SEC - 04/07/2016
The SEC is seeking input on the PCAOB’s proposed amendments to its rules related to inspections. The proposed amendments include changes to Rule 4003. Comments are due 21 days from publication of the SEC comment notice in the Federal Register.

SEC staff releases updated Financial Reporting Manual
SEC - 03/17/2016
The SEC's Division of Corporation Finance has published an updated version of its Financial Reporting Manual. 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. The updated version contains revisions to update guidance on significance testing for equity method investments, conform guidance for the FAST Act, and add guidance relating to the implementation of ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (as amended by ASU 2015-14) and IFRS 15, Revenue from Contracts With Customers.

SEC adopts cross-border security-based swap rules regarding activity in the U.S.
SEC - 02/10/2016
The SEC has adopted rules that require a non-U.S. company that uses personnel located in a U.S. branch or office to arrange, negotiate, or execute a security-based swap transaction in connection with its dealing activity to include that transaction in determining whether it is required to register as a security-based swap dealer. The rules, adopted under the Dodd-Frank Act, would help ensure that both U.S. and foreign dealers are subject to Title VII of the Act when they engage in security-based swap dealing activity in the United States.

SEC seeks comments on PCAOB rules requiring disclosure of engagement partner and other participants in an audit
SEC - 02/08/2016
The SEC is seeking input the PCAOB's new rules and form requiring disclosure of the name of the audit engagement partner and information about other accounting firms that took part in the audit. Comments are due 21 days from publication of the SEC comment notice in the Federal Register.

SEC issues new Compliance & Disclosure Interpretations on EDGAR filings for asset-backed securities issuers
SEC - 02/09/2016
The SEC staff issued new Compliance and Disclosure Interpretations on 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 new publication incorporates and updates information previously provided in a 2005 SEC staff statement.

SEC staff issues small entity compliance guide on new crowdfunding rules
SEC - 2/09/2016
The SEC staff has issued Funding Portal Registration Guide - A Small Entity Compliance Guide. The guide summarizes and explains the SEC final rules that permit companies to offer and sell securities through crowdfunding. Crowdfunding is an evolving method of raising capital that has been used to raise funds through the Internet for a variety of projects. Title III of the JOBS Act created a federal exemption under the securities laws so that this type of funding method can be used to offer and sell securities. The final rules and forms are effective May 16, 2016.

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Proposed rules

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

SEC Proposed Rule: Incentive-based Compensation Arrangements
SEC - 05/09/2016
The OCC, Board, FDIC, FHFA, NCUA, and SEC are seeking comment on a joint proposed rule to revise the proposed rule the Agencies published in the Federal Register on April 14, 2011, and to implement section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

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 Final Rule: Business Conduct Standards for Security-Based Swap Dealers and Major SecurityBased Swap Participants
SEC - 04/20/2016
The SEC adopted final rules implementing a comprehensive set of business conduct standards and chief compliance officer requirements for security-based swap dealers and major security-based swap participants (security-based swap entities). The final rules are adopted under Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which authorizes the Commission to implement a framework for regulating the over-the-counter security-based swap markets. The final rules will become effective 60 days after publication in the Federal Register. 

SEC Final Rule: Security-Based Swap Transactions Connected with a Non-U.S. Person's Dealing Activity That Are Executed By Personnel Located the U.S.; Security-Based Swap Dealer De Minimis Exception
SEC - 02/10/2016
The SEC is adopting amendments to Exchange Act rules 3a71-3 and 3a71-5 that address the application of the de minimis exception to security-based swap transactions connected with a non-U.S. person’s security-based swap dealing activity that are arranged, negotiated, or executed by personnel of such person located in a U.S. branch or office, or by personnel of such person’s agent, located in a U.S. branch or office.

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Financial Reporting Manual

SEC Division of Corporation Finance: Financial Reporting Manual (Updated March 2016)
SEC - 03/17/2016
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.

Opening Remarks by Mary Jo White at the Equity Market Structure Advisory Committee Meeting
SEC - 04/27/2016
SEC Chair Mary Jo White discussed the agenda of the committee meeting, which includes consideration of specific recommendations from two subcommittees today and status reports from two other subcommittees.

Remarks by Michael Piwowar at the Spring 2016 Equity Market Structure Advisory Committee Meeting
SEC - 04/27/2016
SEC Commissioner Michael Piwower shared his personal observations concerning recommendations made by subcommittees, including the access pilot fee, Self-Regulatory Organization immunity, NMS plan governance, and centralization of common regulatory functions.

Remarks by Kara Stein at the Meeting of the Equity Market Structure Advisory Committee
SEC - 04/27/2016
SEC Commissioner Kara Stein shared her thoughts on two agenda items: (1) the recommendation from the NMS Subcommittee that concerns a framework for a Potential Access Fee Pilot and (2) recommendations regarding Trading Venue Regulation. 

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Other documents

SEC updates interpretive guidance on non-GAAP financial measures
SEC - 05/18/2016
The SEC staff updated its interpretive guidance on non-GAAP financial measures. The updated guidance provides clarifying examples in areas of frequent staff comment, including misleading non-GAAP presentations and non-GAAP measures with greater prominence than the comparable GAAP measures. Non-GAAP measures can provide insight into a company’s business, its past performance, and its potential prospects. Compliance with the interpretive guidance will facilitate non-GAAP measures that are more consistently applied, fair, and balanced and can enhance stakeholders’ confidence in non-GAAP measures.

SEC issues Compliance and Disclosure Interpretations re: crowdfunding
SEC - 05/18/2016
The SEC’s Division of Corporation Finance has issued Compliance and Disclosure Interpretations (C&DIs) on Regulation Crowdfunding. The C&DIs focus on (1) crowdfunding exemptions and requirements, (2) disclosure requirements, (3) advertising, and (4) promoter compensation.

Regulation crowdfunding permits individuals to invest in securities-based crowdfunding transactions subject to certain investment limits. The rules also limit the amount of money an issuer can raise using the crowdfunding exemption, impose disclosure requirements on issuers for certain information about their business and securities offering, and create a regulatory framework for the broker-dealers and funding portals that facilitate the crowdfunding transactions.

Also, the SEC staff issued a "Small Entity Compliance Guide" which summarizes and explains the provisions of Regulation crowdfunding.

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