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


PwC Resources

Video: Top 5 year-end SEC reporting reminders
This PwC video highlights key financial reporting reminders for companies as they head into the year-end reporting cycle.

SEC comment letter trends series
PwC discusses key comment letter trends and considerations based on comment letters published by the SEC staff. Trends are organized by selected industries and accounting topics. We highlight the areas that received the most comments from the SEC and provide relevant examples of recent comments to aid preparers in assessing whether their disclosures are transparent and consistent with relevant accounting and reporting guidance.

Back to top


Select News Releases

SEC extends the comment period for modernization of property disclosures for mining registrants
SEC - 08/23/2016
The SEC is extending the comment period for a release proposing revisions to the property disclosure requirements for mining registrants and related guidance to September 26, 2016. This action will allow interested persons additional time to analyze the issues and prepare their comments.

SEC approves PCAOB rules on inspections
SEC - 07/13/16
The SEC approved the PCAOB rules to modify frequency of inspections specifically, to (i) require that at least five percent of registered public accounting firms that play a substantial role in the preparation or furnishing of an audit report be inspected on an annual basis, (ii) maintain the requirement to inspect all firms that issue an audit report for an issuer but provide the board the discretion to forego an inspection, on a case-by-case basis, for a firm that does not subsequently issue an audit report for two consecutive years, (iii) qualify the term “audit report” to keep relevant portions of the rule consistent with the original meaning, and (iv) specify that no inspection requirement arises solely because a firm consented to an issuer’s use of a previously issued audit report.

SEC adopts rules for resource extraction issuers under Dodd-Frank Act
SEC - 06/27/2016
The SEC adopted rules to require resource extraction issuers to disclose payments made to governments for the commercial development of oil, natural gas or minerals. The rules, mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, are intended to further the statutory objective to advance U.S. foreign policy interests by promoting greater transparency about payments related to resource extraction.

SEC proposes amendments to smaller reporting company definition
SEC - 06/27/2016
The SEC proposed amendments that would increase the financial thresholds in the “smaller reporting company” definition. The proposal to update the definition would expand the number of companies that qualify as smaller reporting companies, thus qualifying for certain existing scaled disclosures provided in Regulation S-K and Regulation S-X.

SEC proposes rules to modernize property disclosures for mining registrants
SEC - 06/20/2016
The Securities and Exchange Commission today announced that it has proposed rules to modernize the disclosure requirements for mining properties by aligning them with current industry and global regulatory practices and standards. The proposed revisions would update disclosure requirements for mining registrants in Item 102 of Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934 and related guidance in Industry Guide 7.

SEC to permit voluntary filing using Inline XBRL
SEC - 06/13/2016
The SEC announced that it will allow companies to voluntarily file structured financial statement data in a format known as Inline XBRL. The Inline XBRL format has the potential to provide benefits to companies and users of the information. According to the SEC’s order, the format could decrease filing preparation costs, improve the quality of structured data, and, by improving data quality, increase the use of XBRL data by investors and other market participants.

SEC staff issues small entity compliance guide on changes to Exchange Act Registration Requirements
SEC - 05/25/2016
The SEC staff has issued a small entity compliance guide which summarizes and explains the new amendments adopted by the SEC to implement Title V and Title VI of the JOBS Act and Title LXXXV of the Fixing America’s Surface Transportation Act (FAST Act). The amendments include:

  • Amending Exchange Act Rules 12g1 through 12g4 and 12h3, which govern the procedures relating to registration and termination of registration under Section 12(g), and suspension of reporting obligations under Section 15(d), to reflect the new thresholds established by the JOBS Act and the FAST Act;

  • Amending the definition of “held of record” to exclude certain employee compensation plan securities from the determination of whether an issuer is required to register a class of equity securities with the SEC under Exchange Act Section 12(g)(1).

SEC adopts business conduct standards for security-based swap dealers and major security-based swap participants
SEC - 04/20/2016
The SEC voted on April 13 to adopt final rules implementing a comprehensive set of business conduct standards and chief compliance officer requirements for security-based swap dealers and major security-based swap participants (security-based swap entities). The final rules are adopted under Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which authorizes the Commission to implement a framework for regulating the over-the-counter security-based swap markets.

SEC notice of filing of proposed amendments to Board rules relating to inspections
SEC - 04/18/2016
The SEC issued a "Notice of Filing of Proposed Amendments to PCAOB Rules Relating to Inspections" to solicit comments on the PCAOB’s proposal to modify small firm inspections; specifically, those firms that have fewer than 100 public company audit clients. The amendments eliminate the requirement that firms that do not issue audit reports but do play a substantial role in audits be inspected every three years. However, each year, the PCAOB will select at least 5% of these firms for inspection.
Comments are due 21 days after publication in the Federal Register.

SEC seeks comments on the disclosure requirements of Regulation S-K
SEC - 04/13/2016
The SEC published a concept release to solicit stakeholder input on whether the business and financial disclosure requirements in Regulation S-K continue to provide important information for investors and how it can be presented most effectively. The request for comment represents the second release of the SEC’s disclosure effectiveness initiative.

SEC seeks comments on PCAOB amendments to rules relating to inspections
SEC - 04/07/2016
The SEC is seeking input on the PCAOB’s proposed amendments to its rules related to inspections. The proposed amendments include changes to Rule 4003. Comments are due 21 days from publication of the SEC comment notice in the Federal Register.

Back to top


Proposed rules

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

SEC Proposed Rule: Disclosure Update and Simplification
SEC - 07/13/16
The SEC voted to propose amendments to eliminate redundant, overlapping, outdated, or superseded provisions, in light of subsequent changes to Commission disclosure requirements, US GAAP, IFRS, and technology. The SEC is also soliciting comment on certain disclosure requirements that overlap with US GAAP to determine whether to retain, modify, eliminate or refer them to the FASB for potential incorporation into US GAAP. The proposal is part of the Commission’s work to implement the Fixing America’s Surface Transportation (FAST) Act. 

The public comment period will remain open for 60 days following publication of the proposed release in the Federal Register. 

SEC Proposed Rule: Disclosure of Order Handling Information
SEC - 07/13/2016
The SEC voted to propose rules that for the first time would require broker-dealers to disclose the handling of institutional orders to customers.  The proposed rules also would expand the information included in existing retail order disclosures.

Comments should be received on or before 60 days after publication in the Federal Register. 

SEC Proposed Rule: Amendments to Smaller Reporting Company Definition
SEC - 6/27/2016
The SEC proposed amendments that would increase the financial thresholds in the “smaller reporting company” definition. The proposal to update the definition would expand the number of companies that qualify as smaller reporting companies, thus qualifying for certain existing scaled disclosures provided in Regulation SK and Regulation SX.

Comments should be received by the SEC no later than 60 days after the publication in the Federal Register.

SEC Proposed Rule: Modernization of Property Disclosures for Mining Registrants
SEC - 06/20/2016
The SEC issued proposed rules that would revise the property disclosure requirements for mining registrants, and related guidance, currently set forth in Item 102 of Regulation SK and in Industry Guide 7. The revisions are intended to provide investors with a more comprehensive understanding of a registrant’s mining properties. The proposal would also modernize the SEC’s disclosure requirements and policies for mining properties by aligning them with current industry and global regulatory practices and standards. In addition, the SEC is proposing to rescind Industry Guide 7 and include its mining property disclosure requirements in a new subpart of Regulation SK.

Comments are requested 60 days after publication in the Federal Register.

SEC Proposed Rule: Incentive-based Compensation Arrangements
SEC - 05/09/2016
The OCC, Board, FDIC, FHFA, NCUA, and SEC are seeking comment on a joint proposed rule to revise the proposed rule the Agencies published in the Federal Register on April 14, 2011, and to implement section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

SEC Proposed Rule: Disclosure of Payments by Resource Extraction Issuers
SEC - 12/11/2015
The SEC is proposing Rule 13q-1 and an amendment to Form SD to implement Section 1504 of the Dodd-Frank Act relating to disclosure of payments by resource extraction issuers. Rule 13q-1 was initially adopted by the Commission on August 22, 2012, but it was subsequently vacated by the U.S. District Court for the District of Columbia.

SEC Proposed Rule: Use of Derivatives by Registered Investment Companies and Business Development Companies
SEC - 12/11/2015
The SEC is proposing rule 18f-4, a new exemptive rule under the Investment Company Act of 1940 designed to address the investor protection purposes and concerns underlying section 18 of the Act and to provide an updated and more comprehensive approach to the regulation of funds’ use of derivatives. The proposed rule would permit mutual funds, ETFs, closed-end funds, and companies that have elected to be treated as BDCs under the Act to enter into derivatives transactions and financial commitment transactions (as those terms are defined in the proposed rule) notwithstanding the prohibitions and restrictions on the issuance of senior securities under section 18 of the Act, provided that the funds comply with the conditions of the proposed rule. 

Back to top


Final Rules

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

SEC adopts additional rules related to security-based swap transaction reporting
SEC – 07/13/16
The SEC announced that it has adopted amendments and guidance related to rules regarding the regulatory reporting and public dissemination of security-based swap transactions, known as Regulation SBSR. The new rules and guidance are designed to increase transparency in the security-based swap market. The rules and guidance implement mandates under Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The rules will become effective 60 days after publication in the Federal Register.

SEC adopts rules for resource extraction issuers under Dodd-Frank Act
SEC - 06/27/2016
The SEC adopted rules to require resource extraction issuers to disclose payments made to governments for the commercial development of oil, natural gas or minerals. The rules, mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, are intended to further the statutory objective to advance U.S. foreign policy interests by promoting greater transparency about payments related to resource extraction.

SEC issues technical corrections to asset-backed securities disclosure rules
SEC - 06/17/2016
The SEC 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. The release restores certain text that was inadvertently changed, revises outdated cross-references, and makes other technical corrections.

SEC approves rule implementing FAST Act provision
SEC - 06/02/2016
The SEC has approved an interim final rule that allows Form 10K filers to provide a summary of business and financial information contained in its annual report. The rule implements a provision of the Fixing America’s Surface Transportation (FAST) Act. The rule provides filers with flexibility in preparing the summary and those opting to provide it must include hyperlinks to the related, more detailed disclosure in the Form 10K. It also requests comment on whether the rule should include specific requirements or guidance for the form and content of the summary and whether the rules should be expanded to include other annual reporting forms.

The rule will become effective when published in the Federal Register and the public comment period will remain open for 30 days.

Business conduct standards for security-based swap dealers and major security-based swap participants
SEC - 04/20/2016
The SEC adopted final rules implementing a comprehensive set of business conduct standards and chief compliance officer requirements for security-based swap dealers and major security-based swap participants (security-based swap entities). The final rules are adopted under Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which authorizes the Commission to implement a framework for regulating the over-the-counter security-based swap markets. The final rules will become effective 60 days after publication in the Federal Register. 

Back to top


Financial Reporting Manual

SEC Division of Corporation Finance: Financial Reporting Manual (Updated March 2016)
SEC - 03/17/2016
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.

Back to top


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.

Opening Remarks by Mary Jo White at the Equity Market Structure Advisory Committee Meeting
SEC – 08/02/2016
SEC Chair Mary Jo White summarizes the proposed recommendations that is the focus of the Equity Market Structure Advisory Committee meeting: (1) the National Market System Plan to Address Extraordinary Volatility (commonly referred to as the Limit Up/Limit Down or LULD plan); (2) market-wide circuit breakers; (3) the market opening; and (4) customer issues.

Remarks by Commissioner Michael Piwowar at the Equity Market Structure Advisory Committee Meeting
SEC – 08/02/2016
SEC Commissioner Michael Piwowar raised an issue with respect to the framing of one recommendation by the Customer Issues Subcommitte. He believes that instead of promoting investor confidence, the SEC should be promoting investor skepticism.

Remarks by Michael Piwowar before the Quadrilateral Meeting of the FMLC/FMLG/FLB/EFMLG
SEC – 07/20/2016
SEC Commissioner Michael Piwowar discusses his opposition to calls by prudential regulators for “prudential market regulation” of capital markets actors. His suggestion is that the SEC and prudential regulators work together on an alternative to apply what he calls “market-based prudential regulation” to banks. 

Opening remarks before the SEC Advisory Committee on Small and Emerging Companies
SEC - 07/19/2016
SEC Chair Mary Jo White commented on a few of the items on the Advisory Committee’s agenda, which included discussions on the definitions of 'accredited investor' and 'smaller reporting company' and a conversation on Regulation A+. She also provided a brief update on crowdfunding.

Statement by Mary Jo White regarding Regulation SBSR, the Disclosure of Order Handling Information, and Disclosure Update and Simplification
SEC - 07/13/2016
SEC Chair Mary Jo White summarized the discussion agenda for the SEC open meeting: (1) Regulation SBSR, (2) disclosure of order handling information, and (3) disclosure update and simplification.

Statement at Open Meeting Regarding Amendments to Regulation SBSR — Reporting and Dissemination of Security-Based Swap Information by Commissioner Michael S. Piwowar
SEC - 07/13/2016
SEC Commissioner Michael Piwowar supports the final amendments to Regulation SBSR.

Statement at Open Meeting on Disclosure of Order Handling Information by Commissioner Michael S. Piwowar
SEC - 07/13/2016
SEC Commissioner Michael Piwowar shared his opinion on proposed rules on the increased transparency regarding disclosures.

Statement at Open Meeting on Disclosure Update and Simplification by Commissioner Michael S. Piwowar
SEC - 07/13/2016
SEC Commissioner Michael Piwowar shared his opinion on amending disclosure requirements that are redundant, duplicative, or outdated.

Statement on Adoption of Rule on Reporting and Dissemination of Security-Based Swap Information by Commissioner Kara M. Stein
SEC - 07/13/2016
SEC Commissioner Kara Stein shared her thoughts on adopting provisions regarding the reporting and public dissemination of security-based swap transactions as mandated by the Dodd-Frank Act.

Statement on Amendments to Disclosure of Order Handling Information by Commissioner Kara M. Stein
SEC - 07/13/2016
SEC Commissioner Kara Stein discussed her opinions on the proposed rules to improve transparency of how customer orders are being handled in a digital marketplace.

Statement on the Disclosure Update and Simplification Proposing Release by Commissioner Kara M. Stein
SEC - 07/13/2016
SEC Commissioner Kara Stein shares her opinions on the proposed amendments related to the simplification of disclosure requirements.

Remarks at the FINRA Foundation 2015 National Financial Capability Study Release
SEC - 07/12/2016
SEC Chair Mary Jo White discussed the results of the 2015 National Financial Capability Study.

Statement by Michael Piwowar regarding the delay in proposing to shorten the trade settlement cycle
SEC - 07/08/2016
SEC Commissioner Michael Piwowar spoke against the delay in issuing a proposal to shorten the trade settlement cycle from three business days after a trade is executed to two business days.

Keynote Address by Mary Jo White at the International Corporate Governance Network Annual Conference
SEC - 06/27/2016
SEC Chair Mary Jo White discussed the regulatory framework in the United States with respect to corporate governance matters and how the SEC fits into that framework. She also reflected on the extent of the SEC’s disclosure authority.

Testimony by Mary Jo White on “Oversight of the U.S. Securities and Exchange Commission”
SEC - 06/14/2016
SEC Chair Mary Jo White testified to the Committee on Banking, Housing, and Urban Affairs regarding the current work and initiative of the SEC.

Remarks by Michael Piwowar at the Meeting of the SEC Investor Advisory Committee
SEC - 06/07/2016
SEC Commissioner Michael Piwowar discussed the SEC Investor’s Advisory Committee’s recommendations and observations in two important areas: (1) bond market structure and (2) public company reporting.

Opening Remarks by Mary Jo White at the Investor Advisory Committee Meeting
SEC - 06/07/2016
SEC Chair Mary Jo White discussed the enhancement of information for bond market investors and a draft preliminary comment letter on the recent concept release on Regulation S-K.

Back to top


Other documents

SEC staff updates C&DIs on Regulation S-K
SEC - 7/26/2016
The SEC's Division of Corporation Finance (Corp Fin) has released an update to Compliance and Disclosure Interpretation (C&DIs) on Regulation S-K. Selling Security Holders Section 140.02 was updated and Section 240.04 was withdrawn.

SEC staff updates C&DIs on Exchange Act Sections
SEC - 07/14/2016
The SEC's Division of Corporation Finance (CorpFin) has released updates to its Compliance and Disclosure Interpretations (C&DIs) on Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting (question 103.11)

SEC staff updates C&DIs on Securities Act Forms
SEC - 07/11/2016
The SEC's Division of Corporation Finance (CorpFin) has released updates to its Compliance and Disclosure Interpretations (C&DIs) on Securities Act Forms (question 125.13). 

SEC updates interpretive guidance on non-GAAP financial measures
SEC - 05/18/2016
The SEC staff updated its interpretive guidance on non-GAAP financial measures. The updated guidance provides clarifying examples in areas of frequent staff comment, including misleading non-GAAP presentations and non-GAAP measures with greater prominence than the comparable GAAP measures. Non-GAAP measures can provide insight into a company’s business, its past performance, and its potential prospects. Compliance with the interpretive guidance will facilitate non-GAAP measures that are more consistently applied, fair, and balanced and can enhance stakeholders’ confidence in non-GAAP measures.

SEC issues Compliance and Disclosure Interpretations re: crowdfunding
SEC - 05/18/2016
The SEC’s Division of Corporation Finance has issued Compliance and Disclosure Interpretations (C&DIs) on Regulation Crowdfunding. The C&DIs focus on (1) crowdfunding exemptions and requirements, (2) disclosure requirements, (3) advertising, and (4) promoter compensation.

Regulation crowdfunding permits individuals to invest in securities-based crowdfunding transactions subject to certain investment limits. The rules also limit the amount of money an issuer can raise using the crowdfunding exemption, impose disclosure requirements on issuers for certain information about their business and securities offering, and create a regulatory framework for the broker-dealers and funding portals that facilitate the crowdfunding transactions.

Also, the SEC staff issued a "Small Entity Compliance Guide" which summarizes and explains the provisions of Regulation crowdfunding.

Back to top