Securities and Exchange Commission (SEC)


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 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.

SEC staff issues guidance on proxy voting responsibilities of investment advisers
SEC - 06/30/2014
The SEC Division of Investment Management and the Division of Corporation Finance issued Staff Legal Bulletin No. 20 to provide guidance (1) about investment advisers’ responsibilities in voting client proxies and retaining proxy advisory firms and (2) the availability and requirements of two exemptions to the federal proxy rules that are often relied upon by proxy advisory firms.

SEC issues responses to Frequently Asked Questions regarding the Volcker Rule
SEC - 06/10/2014
In responding to these Frequently Asked Questions (FAQs), the staff of the Divisions of Trading and Markets, Investment Management, and Corporation Finance are providing guidance on the Commission’s final rule implementing section 13 of the Bank Holding Company Act of 1956 (“BHC Act”), commonly referred to as the “Volcker Rule.”

SEC approves PCAOB's Dodd-Frank amendments for broker-dealer audits
SEC - 05/02/2014
The SEC issued an order approving, on an accelerated basis, the PCAOB's proposed amendments, as well as certain updates and clarifications, to tailor certain of the board's rules to the audits and auditors of brokers and dealers registered with the SEC, as authorized by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The amendments insert references to audits and auditors of broker-dealers in relevant board rules, and call for broker-dealer audit client information on the board's registration, withdrawal, and reporting forms (PCAOB Forms 1, 1-WD, 2, 3, and 4).

SEC Issues Partial Stay of Conflict Minerals Rules
SEC - 05/01/2014
The SEC issued an order staying the effective date for compliance with the portions of Exchange Act Rule 13p-1 and Form SD that would require statements by issuers that the Court of Appeals held would violate the First Amendment. In its order, the SEC denied the motion filed by the National Association of Manufacturers, Chamber of Commerce, and Business Roundtable for a stay of the entire rule.

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: 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.

SEC Final Rule: Application of "Security-Based Swap Dealer" and "Major Security-Based Swap Participant" Definitions to Cross-Border Security-Based Swap Activities File No.: S7-02-13
SEC - 06/25/2014
The SEC is adopting rules and providing guidance to address the application of certain provisions of the Securities Exchange Act of 1934 that were added by Subtitle B of Title VII of the Dodd-Frank Act, to cross-border security-based swap activities. These rules and guidance in large part focus on the application of the Title VII definitions of “security-based swap dealer” and “major security-based swap participant” in the cross-border context.

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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.

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 - 07/24/2014
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 - 06/17/2014
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.

Remarks at the Sandler O'Neil Partners, L.P. Global Exchange and Brokerage Conference by Mary Jo White
SEC - 06/05/2014
SEC Chair Mary Jo White shared her views on the SEC's efforts to review and enhance the equity market structure.

Remarks at the Municipal Securities Rulemaking Board's 1st Annual Municipal Securities Regulator Summit by SEC Commissioner Daniel Gallagher
SEC - 05/30/2014
SEC Commissioner Daniel Gallagher shared his views on the important role the MSRS, through the Municipal Securities Regulator Summit, plays in the regulation of the securities markets.

Remarks at the Financial Accounting Foundation Trustees Dinner by SEC Chair Mary Jo White
SEC - 05/22/2014
SEC Chair Mary Jo White highlighted some joint projects of the FAF, FASB and SEC that demonstrate the importance of their work and the value that the SEC places on its relationship with FASB and the FAF.

Remarks to the Council of Institutional Investors by SEC Commissioner Kara Stein
SEC - 05/08/2014
SEC Commissioner Kara Stein shared her thoughts on the SEC's work to improve its disclosure regime, empower shareholders to make smart choices, and improve the fairness and transparency of the increasingly complex markets.

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Other documents

SEC staff publishes new compliance and disclosure interpretations
SEC - 04/28/2014
The SEC's Division of Corporation Finance (Corp Fin) has released updates to the following Compliance and Disclosure Interpretations (C&DIs) publications: (1) Securities Act Rules and (2) Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting.

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