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 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.

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.

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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 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 by James Schnurr at the 2014 AICPA National Conference on Current SEC and PCAOB Developments
SEC - 12/8/2014
Discussed (1) IFRS, (2) revenue recognition, (3) the role of the independent standard setter, (4) PCAOB standard setting activities, and (5) reconsideration of audit committee disclosures.

Remarks by Brian Croteau at the 2014 AICPA National Conference on Current SEC and PCAOB Developments
SEC - 12/8/2014
Shared observations from the SEC's ongoing focus on auditor independence and discussed some PCAOB and internal control matters.

Remarks by Dan Murdock at the 2014 AICPA National Conference on Current SEC and PCAOB Developments
SEC - 12/8/2014
Discussed observations on the characteristics of the chief operating decision maker and the identification and aggregation of segments.

Remarks by Julie Erhardt at the 2014 AICPA National Conference on Current SEC and PCAOB Developments
SEC - 12/8/2014
Provided some background information on the continued dialogue regarding whether there should be further incorporation of IFRS into the reporting system for U.S. issuers.

Remarks by Kevin Stout at the 2014 AICPA National Conference on Current SEC and PCAOB Developments
SEC - 12/8/2014
Discussed internal control over financial reporting (ICFR), focusing on certain aspects of evaluating control deficiencies.

Remarks by Carlton Tartar at the 2014 AICPA National Conference on Current SEC and PCAOB Developments
SEC - 12/8/2014
Shared observations on spinoff accounting and discussed changes in goodwill impairment testing dates and the presentation of expenses that are contingent upon a business combination when pushdown financial statements are presented.

Remarks by Christopher Rogers at the 2014 AICPA National Conference on Current SEC and PCAOB Developments
SEC - 12/8/2014
Discussed consolidation issues recently considered by the staff and provided current thoughts regarding the definition of a joint venture.

Remarks by Hillary Salo at the 2014 AICPA National Conference on Current SEC and PCAOB Developments
SEC - 12/8/2014
Discussed (1) the impact of a derivative instrument’s novation on an existing hedging relationship and (2) the allocation of proceeds when a reporting entity issues a hybrid instrument and the fair value of the financial liabilities required to be measured at fair value exceeds the net proceeds received.

Remarks by Steve Mack at the 2014 AICPA National Conference on Current SEC and PCAOB Developments
SEC - 12/8/2014
Discussed (1) the current accounting for presenting revenues on a gross or net basis and (2) the new revenue guidance adopted in 2014 and what some view as a significant increase in the use of estimates and management judgments.

Remarks by T. Kirk Crews at the 2014 AICPA National Conference on Current SEC and PCAOB Developments
SEC - 12/8/2014
Shared some observations on (1) the statement of cash flows, (2) mortality assumptions in defined benefit accounting, and (3) accounting for amendments to or exchanges of preferred stock.

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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.

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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