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

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 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.

SEC Adopts Money Market Fund Reform Rules
SEC - 07/23/2014
The SEC adopted amendments to the rules that govern money market mutual funds. The amendments make structural and operational reforms to address risks of investor runs in money market funds, while preserving the benefits of the funds.

SEC seeks comments on PCAOB's auditing standard on related parties
SEC - 07/18/2014
The SEC is soliciting input regarding the PCAOB's 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 staff issues sample letter re: XBRL requirement to include calculation relationships
SEC - 07/07/2014
The SEC Division of Corporation Finance issued a sample letter to certain public companies regarding their reports on Form 10-Q and the XBRL requirement to include calculation relationships. The letter stems from the SEC staff’s selective review of company filings which uncovered that some companies did not include in their XBRL exhibit all required calculation relationships for contributing line item elements for their financial statements and related footnotes.

SEC staff issues observations of custom tag rates
SEC - 07/07/2014
The staff in the Commission’s Division of Economic and Risk Analysis issued a report on the use of custom tags to describe elements in the financial statements. The staff recently assessed the quality of XBRL exhibits submitted by issuers complying with the 2009 rule requirements to file financial statement information in an XBRL format. The scope of the assessment included XBRL exhibits submitted from 2009 through October 2013. The purpose of the assessment was to help define a baseline of filer behavior with respect to filers’ tagging of financial statements in their electronic filings, including how their behavior has evolved following the completion of the full phase-in of issuer and rule requirements.


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.

SEC Proposed Rule: Removal of Certain References to Credit Ratings and Amendment to the Issuer Diversification Requirement in the Money Market Fund Rule
SEC - 07/23/2014
The SEC is re-proposing certain amendments, initially proposed in March 2011, related to the removal of credit rating references in rule 2a-7, the principal rule that governs money market funds, and Form N-MFP, the form that money market funds use to report information to the Commission each month about their portfolio holdings, under the Investment Company Act of 1940. The re-proposed amendments would implement provisions of the Dodd-Frank Act.

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Final Rules

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

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.

SEC Final Rule: Money Market Fund Reform; Amendments to Form PF 
SEC - 07/23/2014
The SEC adopted amendments to the rules that govern money market mutual funds. The amendments make structural and operational reforms to address risks of investor runs in money market funds, while preserving the benefits of the funds.

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Financial Reporting Manual

SEC Division of Corporation Finance: Financial Reporting Manual (Updated February 2014)
SEC - 02/06/2014
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 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.

Testimony on the Oversight of the SEC’s Division of Corporation Finance by Keith Higgins, Director—SEC Division of Corporation Finance
SEC - 07/24/2014
SEC Commissioner Keith Higgins discusses the activities and responsibilities of the SEC's Division of Corporation Finance.

Remarks at the AEI Conference on Financial Stability by SEC Commissioner Michael Piwowar
SEC - 07/15/2014
SEC Commissioner Michael Piwowar shares his views on the role that the prudential regulators, and especially the Federal Reserve, play on the Financial Stability Oversight Council (FSOC).

Remarks at the Peterson Institute of International Economics by Kara Stein
SEC - 06/17/2014
SEC Commissioner Kara Stein discussed three key areas where the SEC can play a critical role in addressing systemic risks in the U.S. capital markets.

Remarks at the "Cyber Risks and the Boardroom" Conference by Luis Aguilar
SEC - 06/17/2014
SEC Commissioner Luis Aguilar shared his views on what boards of directors can, and should, do to ensure that their organizations are appropriately considering and addressing cyber-risks.

Remarks at the SEC Historical Society 2014 Annual Meeting: on the 80th Anniversary of the SEC by Daniel Gallagher
SEC - 06/05/2014
SEC Commissioner Daniel Gallagher shared his views on the Securities Exchange Act of 1934, which embodies the idea that requiring the disclosure of material information to investors promotes confidence in the markets.

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Other documents

SEC staff publishes new compliance and disclosure interpretations
SEC - 07/07/2014
The SEC's Division of Corporation Finance (Corp Fin) published new questions to its C&DI publication on Securities Act Rules. Questions 255.48 and .49 were added under Section 255, Rule 501 — Definitions and Terms Used in Regulation D. Questions 260.35 through 260.38 were added under Section 260, Rule 506 — Exemption for Limited Offers and Sales Without Regard to Dollar Amount of Offering.

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