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 adopts rule for pay ratio disclosure
SEC - 08/5/2015
The SEC adopted a final rule that requires a public company to disclose the ratio of the compensation of its CEO to the median compensation of its employees.  The new rule, mandated by the Dodd-Frank Act, 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.

SEC Solicits Public Comment on Audit Committee Disclosures 
SEC - 07/02/2015
The SEC published a concept release seeking public comment on current audit committee disclosure requirements, focusing on the committee’s oversight of independent auditors. The Commission is interested in receiving information about the audit committee and auditor relationship and whether improvements can be made to enhance the information provided to investors about the audit committee’s responsibilities and activities.

SEC Proposes Rules Requiring Companies to Adopt Clawback Policies on Executive Compensation
SEC - 07/02/2015
The SEC is proposing rules directing national securities exchanges and associations to establish listing standards requiring companies to adopt policies that require executive officers to pay back incentive-based compensation that they were awarded erroneously. With this proposal, the Commission has completed proposals on all executive compensation rules required by the Dodd-Frank Wall Street Reform and Consumer Protection Act.

SEC seeks comments on the reorganization of PCAOB auditing standards 
SEC - 06/19/2015
The SEC is seeking input regarding the reorganization of the PCAOB's auditing standards. On March 31, the PCAOB adopted amendments to its rules and standards to implement a topical system that integrates the existing interim and PCAOB-issued auditing standards to help users navigate the standards more easily. The amendments also remove references to superseded standards and inoperative language and references. They do not impose new requirements on auditors or change the substance of the requirements for performing and reporting on audits under PCAOB standards.

SEC staff issues small entity compliance guide on amendments to Regulation A
SEC - 06/18/2015
The SEC staff has issued Amendments to Regulation A: A Small Entity Compliance Guide. The guide summarizes and explains rule amendments to Regulation A issued by the SEC in March 2015. The amendments implement Section 401 of the Jumpstart Our Business Startups (JOBS) Act by expanding Regulation A into two tiers: (a) Tier 1, for securities offerings of up to $20 million in a 12-month period and (b) Tier 2, for securities offerings of up to $50 million in a 12-month period. The intent of the amendments to Regulation A is to enable all smaller firms to raise capital more easily while still providing certain protections to investors. The rule amendments became effective on June 19, 2015.

SEC Announces new EDGAR system upgrade no longer supports 2013 GAAP Taxonomy
SEC - 06/15/2015
The SEC announced that the EDGAR system was upgraded on June 15 and no longer supports the 2013 GAAP financial reporting taxonomy and the 2013 EXCH taxonomy. The SEC staff strongly encourages companies to use the most recent version of taxonomy releases for their XBRL exhibits to take advantage of the most up-to-date tags related to new accounting standards and other improvements.

SEC staff to release correspondence relating to Securities Act registration statements that are not reviewed
SEC - 06/05/2015
The SEC's Division of Corporation Finance (Corp Fin) announced that it will begin releasing correspondence with issuers relating to Securities Act registration statements that are not selected for review. The release of these correspondences will be done through the EDGAR system with respect to registration statements that have an effective date of July 1, 2015 or later. Corp Fin indicated that it was changing its process on these “no-review” letters to further increase the transparency of its filing review program. Traditionally these documents have not been released to the public absent a request under the Freedom of Information Act.

SEC staff issues analysis related to proposed pay ratio disclosure rules 
SEC - 06/04/2015
The SEC staff made available additional analysis related to its proposed rules for pay ratio disclosure. The analysis by the Division of Economic and Risk Analysis (DERA) considers the potential effects of excluding different percentages of employees from the pay ratio calculation. The analysis is posted on the SEC’s website as part of the comment file for rules proposed by the Commission in September 2013 that would require the disclosure of the median of the annual total compensation of all employees of the issuer; the annual total compensation of the chief executive officer of the issuer; and the ratio of the median of the annual total compensation of all employees of the issuer to the annual total compensation of the chief executive officer of the issuer.


Proposed rules

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

SEC Proposed Rule: Listing Standards for Recovery of Erroneously Awarded Compensation
SEC - 07/02/2015
The SEC is proposing rule and rule amendments that would direct the national securities exchanges and national securities associations to establish listing standards that would require each issuer to develop and implement a policy providing for the recovery, under certain circumstances, of incentive-based compensation based on financial information required to be reported under the securities laws that is received by current or former executive officers, and require the disclosure of the policy. A listed issuer would be required to file the policy as an exhibit to its annual report.

SEC Proposed Rule: Investment Company Reporting Modernization
SEC - 05/20/2015
The SEC is proposing 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. The Commission is proposing new Form N-PORT, which would require certain registered investment companies to report information about their monthly portfolio holdings to the Commission in a structured data format. In addition, the Commission is proposing amendments to Regulation S-X, which would require standardized, enhanced disclosure about derivatives in investment company financial statements, as well as other amendments.

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Final Rules

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

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 at the Society of Corporate Secretaries and Governance Professionals by SEC Chairman Mary Jo White
SEC - 06/25/2015
SEC Chairman Mary Jo White shared her views on four proxy-related subjects that are topics currently under discussion at the SEC: (1) the delivery of preliminary proxy voting results by intermediaries, (2) the concept of a universal proxy ballot, (3) so-called “unelected” directors, and (4) shareholder proposals.

Remarks at the 21st Annual Stanford Directors’ College by SEC Commissioner Daniel Gallagher
SEC - 06/23/2015
SEC Commissioner Daniel Gallagher shared his views on shareholder activism, short-termism, and the SEC.

Remarks by James Schnurr at the 34th Annual SEC and Financial Reporting Institute Conference 
SEC - 06/08/2015
SEC Chief Accountant James Schnurr shared his thoughts and perspectives on some of the Office of the Chief Accountant's (OCA) key priorities, including (1) IFRS, (2) the new revenue recognition standard, (3) a future concept release on Audit Committees, and (4) the PCAOB standard setting activities.

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Other documents

SEC staff publishes new compliance and disclosure interpretations
SEC - 08/06/2015
The SEC's Division of Corporation Finance (Corp Fin) has released updates to two Compliance and Disclosure Interpretations (C&DIs) publications: (1) Securities Act Rules (new questions 256.23 to 256.33 were added under "Section 256. Rule 502 — General Conditions to be Met") and (2) Securities Act Forms (new question 130.15 was added under "Section 130. Form D").

Concept Release: Possible Revisions to Audit Committee Disclosures
SEC - 07/02/2015
The SEC published this concept release to seek public comment regarding audit committee reporting requirements, with a focus on the audit committee’s reporting of its responsibilities with respect to its oversight of the independent auditor.

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