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



Select News Releases

SEC staff releases updated guidance on pushdown accounting
SEC - 11/18/2014
The SEC Office of the Chief Accountant and Division of Corporation Finance released Staff Accounting Bulletin (SAB) No. 115 to rescind portions of the interpretive guidance included in its SAB Series. The new SAB bulletin brings existing guidance into conformity with FASB Accounting Standards Update No. 2014-17, Pushdown Accounting. See the FASB section above for further information on ASU 2014-17.

SEC issues guidance regarding investment company consolidation
SEC - 10/31/2014
This guidance provides the views of the Chief Accountant’s Office of the SEC Division of Investment Management regarding the presentation of consolidated financial statements for certain investment companies (RICs) registered under the Investment Company Act of 1940 and investment companies that have elected to be treated as business development companies under the 1940 Act (BDCs) that have wholly owned subsidiaries.

SEC and five agencies issue risk retention rules for mortgage securities
SEC - 10/22/2014
The SEC, the Board of Governors of the Federal Reserve System, the Department of Housing and Urban Development, the Federal Deposit Insurance Corporation, the Federal Housing Finance Agency, and the Office of the Comptroller of the Currency issued jointly a final rule requiring sponsors of securitization transactions to retain risk in those transactions. The final rule implements the risk retention requirements in the Dodd-Frank Wall Street Reform and Consumer Protection Act.

SEC approves PCAOB auditing standard on related parties
SEC - 10/21/2014
The SEC issued an order approving PCAOB Auditing Standard No. 18, Related Parties, and amendments to other auditing standards to strengthen auditor performance requirements in three critical areas of the audit: (1) related party transactions, (2) significant unusual transactions, and (3) a company's financial relationships and transactions with its executive officers.

SEC announces a draft filing review program for asset-backed securities issuers
SEC - 10/06/2014
The SEC recently revised the rules about disclosure, reporting, and the offering process for asset-backed securities. ABS issuers must comply with the new rules and forms no later than November 23, 2015. The SEC Division of Corporation Finance is inviting ABS issuers to request staff review of their draft registration statements before filing, and will accept requests to participate in the review program from October 20-24.

Applying the new revenue guidance to the SEC five-year selected financial data table
SEC - 09/18/2014
Many companies have been anticipating an SEC announcement regarding the implications of adopting the new revenue recognition standard on their 5-year selected financial data (required by S-K Item 301). At the September 11 meeting of the Financial Accounting Standards Advisory Council (FASAC), a member of the SEC staff commented that the Division of Corporation Finance (Corp Fin) will not object if registrants that elect to retrospectively adopt the new standard only apply it to selected financial data for the same years as presented in the registrant’s primary financial statements. Earlier years of selected financial data may be presented without reflecting the retrospective application of the new standard. Registrants should provide transparent disclosure regarding the basis of presentation and lack of comparability. We are not aware of any communications on this topic other than the comments at the FASAC meeting. Also, we do not expect a formal announcement from the SEC at this time.

SEC issues additional FAQ on Volcker Rule
SEC - 09/10/2014
The staff of the Divisions of Trading and Markets, Investment Management, and Corporation Finance issued an additional frequently asked question and answer (FAQ) 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 question and answer addresses when the first annual CEO attestation report must be provided to the relevant Agency.

SEC Adopts Asset-Backed Securities Reform Rules
SEC - 08/27/2014
The SEC has adopted revisions to rules governing the disclosure, reporting, and offering process for asset-backed securities to enhance transparency, better protect investors, and facilitate capital formation in the securitization market.

SEC Names James Schnurr As Chief Accountant
SEC - 08/26/2014
The SEC has appointed James Schnurr as chief accountant. Mr. Schnurr will begin his new post in October. He will replace Paul A. Beswick., who has served as its chief accountant since 2012. Mr. Schnurr recently retired from Deloitte LLP, where he was vice chairman and senior professional practice director and specialized in financial and SEC reporting for public companies.


Proposed rules

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

SEC Proposed Rule: Temporary Rule Regarding Principal Trades With Certain Advisory Clients
SEC - 08/14/2014
The SEC is proposing to amend rule 206(3)-3T under the investment Advisers Act of 1940, a temporary rule that establishes an alternative means for Investment Advisers that are registered with the Commission as broker-dealers to meet the requirements of section 206(3) of the Investment Advisers Act when they act in a principal capacity in transactions with certain of their advisory clients.

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Final Rules

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

SEC Final Rule: Credit Risk Retention
SEC - 10/28/2014
The SEC and five federal agencies issued jointly a final rule requiring sponsors of securitization transactions to retain risk in those transactions. The final rule implements the risk retention requirements in the Dodd-Frank Wall Street Reform and Consumer Protection Act.

SEC Final Rule: Asset-Backed Securities Disclosure and Registration
SEC - 09/04/2014
The SEC has adopted revisions to rules governing the disclosure, reporting, and offering process for asset-backed securities to enhance transparency, better protect investors, and facilitate capital formation in the securitization market.

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Financial Reporting Manual

SEC Division of Corporation Finance: Financial Reporting Manual (Updated October 2014)
SEC - 10/20/2014
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 at the 15th Annual A.A. Sommer Jr. Lecture on Corporate, Securities and Financial Laws by SEC Commissioner Daniel Gallagher
SEC - 10/16/2014
Shares his insights on the future of the SEC, including comments on (1) conflict minerals reports and the rules on extractive resources and (2) the SEC’s enforcement role.

Remarks at the Securities Enforcement Forum 2014 by Commissioner Michael Piwowar
SEC - 10/14/2014
Provided his perspective on the law as applied to enforcement actions taken by the SEC.

Remarks at the 39th IOSCO Annual Conference by SEC Chair Mary Jo White
SEC - 10/01/2014
Discusses the SEC’s enforcement program, including how the Commission is continuing to strive to enhance its enforcement efforts and effectiveness in the United States and abroad.

Remarks before the George A. Leet Business Law Conference by Keith F. Higgins, Director—SEC Division of Corporation Finance
SEC - 10/03/2014
Discusses CorpFin's review of the SEC's disclosure requirements and shares some thoughts on the future of disclosure, including how CorpFin rules can ensure that companies provide transparent, material information that today’s investors will find useful.

Remarks by Michael Piwowar at the 2014 Municipal Finance Conference presented by the Bond Buyer and Brandeis International Business School
SEC - 08/01/2014
SEC Commissioner Michael Piwowar shared his views on current issues affecting the municipal securities market.

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Other documents

SEC staff issues updated Compliance and Disclosure Interpretations on Securities Act Rules
SEC - 10/02/2014
The SEC's Division of Corporation Finance (Corp Fin) has published an update to its Compliance and Disclosure Interpretation (C&DI) publication on Securities Act Rules. This update includes a revision to question 141.05, which provides guidance on whether an issuer can use its own website or social media presence to offer securities in a manner consistent with Rule 147. Rule 147 permits companies to raise money without registering shares under the Securities Act if certain requirements are met.

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