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 issues additional FAQs on Volcker Rule
SEC - 02/27/2015
The staff of the Divisions of Trading and Markets, Investment Management, and Corporation Finance issued three additional frequently asked questions and answers (FAQs) 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 FAQs address: (1) requirement to record and report certain quantitative measurements, (2) permitted trading in domestic government obligations, and (3) SOTUS covered fund exemption: marketing restriction.

SEC Proposes Rules for Hedging Disclosure
SEC - 02/09/2015
The SEC is proposing rules that would enhance corporate disclosure of company hedging policies for directors and employees, as mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The proposal would require disclosure about whether directors, officers and other employees are permitted to hedge or offset any decrease in the market value of equity securities granted by the company as compensation or held, directly or indirectly, by employees or directors.

SEC issues guidance to investors and industry on cybersecurity
SEC - 02/03/2015
The SEC issued two publications that address cybersecurity at brokerage and advisory firms and provide suggestions to investors on ways to protect their online investment accounts.

SEC staff to review Commission rule for excluding conflicting proxy proposals
SEC - 01/16/2015
SEC Chair Mary Jo White directed the SEC staff to review the SEC’s rule for excluding conflicting proxy proposals and report its findings. The Commission's proxy rules enable shareholders to submit proposals for inclusion in a company's proxy materials for a vote at a shareholder meeting, subject to certain procedural and substantive exclusions. Specifically, Exchange Act Rule 14a-8(i)(9) allows a company to exclude a shareholder proposal that "directly conflicts" with a management proposal. In response to Chair White's direction to the staff, the Division of Corporation Finance indicated that it will express no views on the application of Rule 14a-8(i)(9) during the current proxy season.

SEC adopts rules to increase transparency in security-based swap market
SEC - 01/14/2015
The SEC announced its adoption of two new sets of rules that require security-based swap data repositories (SDRs) to register with the SEC and prescribe reporting and public dissemination requirements for security-based swap transaction data. The SEC also proposed certain additional rules, rule amendments and guidance related to the new rules. The new rules are designed to increase transparency in the security-based swap market and to ensure that SDRs maintain complete records of security-based swap transactions that can be accessed by regulators. The rules implement mandates under Title VII of the Dodd-Frank Wall Street Reform and the Consumer Protection Act.

SEC staff releases updated Financial Reporting Manual
SEC - 01/12/2015
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 conform to the issuance of Accounting Standards Update No. 2014-17, Business Combinations (Topic 805): Pushdown Accounting, and rescission of SAB Topic 5.J.

SEC Announces Program to Facilitate Analysis of Corporate Financial Data
SEC - 12/30/2014
The SEC announced the launch of a pilot program to facilitate investor analysis and comparisons of public company financial statement data. Under the new program, data that companies provide in structured formats will be combined and organized into structured data sets and posted for bulk downloads on the SEC’s website for use by investors and academics.

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Proposed rules

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

SEC Proposed Rule: Disclosure of Hedging by Employees, Officers and Directors
SEC - 02/09/2015
The SEC is proposing rules that would enhance corporate disclosure of company hedging policies for directors and employees, as mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The proposal would require disclosure about whether directors, officers and other employees are permitted to hedge or offset any decrease in the market value of equity securities granted by the company as compensation or held, directly or indirectly, by employees or directors.

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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 (Technical Amendment)
SEC - 02/03/2015
The SEC has issued a release that makes technical corrections to rules that were previously issued in September 2014. The SEC adopted revisions to Regulation AB and other rules governing the offering process, disclosure, and reporting for asset-backed securities. These technical amendments are being published to reinstate language that was inadvertently removed and make other technical corrections. The language is detailed in the release.

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Financial Reporting Manual

SEC Division of Corporation Finance: Financial Reporting Manual (Updated January 2015)
SEC - 01/12/2015
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 SEC Speaks Conference 2015 by SEC Chair Mary Jo White
SEC - 02/20/2015
SEC Chair Mary Jo White discussed actions taken by the SEC in 2014 and looks ahead to priority reforms for the year ahead.

Remarks at the SEC Speaks Conference 2015 by SEC Commissioner Daniel Gallagher
SEC - 02/20/2015
SEC Commissioner Daniel Gallagher shared his views on implementation of Dodd-Frank mandates and a Department of Labor proposal to overhaul securities regulation.

Remarks at the SEC Speaks Conference 2015 by SEC Commissioner Luis Aguilar
SEC - 02/20/2015
SEC Commissioner Luis Aguilar discussed some priorities the SEC should pursue in 2015 in order to move toward completing its outstanding work, to strengthen the Commission, and to do right by the public.

Remarks at the SEC Speaks Conference 2015 by SEC Commissioner Kara Stein
SEC - 02/20/2015
SEC Commissioner Kara Stein discussed how the digital revolution has changed the regulatory landscape, and ways in which the SEC needs to adapt in order to maintain fair, orderly, and efficient markets.

Remarks at the SEC Speaks Conference 2015 by SEC Commissioner Michael Piwowar
SEC - 02/20/2015
SEC Commissioner Michael Piwowar shared his views on how to make the SEC a more fair, orderly, and efficient agency.

Remarks on Effective Disclosure for the 21st Century Investor by Rick Fleming, SEC Investor Advocate
SEC - 02/20/2015
SEC Investor Advocate Rick Fleming shared his views about the steps the SEC should continue taking to ensure that investors receive meaningful disclosures.

Remarks by Mary Jo White at the Association of American Law Schools Annual Meeting, Showcase Speaker Program
SEC - 02/02/2015
SEC Chair Mary Jo White discussed changes in the job market resulting from the financial crisis, the overarching public service obligation of lawyers, and the opportunities and benefits that public service jobs provide.

Remarks by Daniel Gallagher at The Women in Housing & Finance Public Policy Luncheon 
SEC - 02/02/2015
SEC Commissioner Daniel Gallagher shared his views on the current state and the future of the U.S. capital markets.

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Other documents

SEC staff issues Compliance and Disclosure Interpretations on Regulation AB and related rules
SEC - 12/09/2014
The SEC's Division of Corporation Finance (Corp Fin) has published a Compliance & Disclosure Interpretation (C&DI) publication on Regulation AB and related rules. The C&DIs comprise the Division’s interpretations of the rules adopted under Regulation AB and the Securities Act and the Exchange Act. They replace the interpretations published in the Regulation AB Manual of Publicly Available Telephone Interpretations (Reg AB Telephone Interpretations) and have been revised in some cases.

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