The mission of the U.S. Securities and Exchange Commission is to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation.
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 The amendments also remove references to superseded standards and inoperative language and references.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.
SEC proposes new reporting requirements for investment companies and advisers
SEC - 05/20/2015
The SEC published proposed rules, forms and amendments to modernize and enhance the reporting and disclosure of information by investment companies and investment advisers. The investment company proposals aim to enhance data reporting for mutual funds, exchange-traded funds (ETFs) and other registered investment companies. They would require a new monthly portfolio reporting form and a new annual reporting form that would require census-type information. They would also require enhanced and standardized disclosures in financial statements, and permit mutual funds and other investment companies to provide shareholder reports by making them accessible on a website.
SEC proposes pay versus performance rules
SEC - 04/30/2015
The SEC has published proposed rules to require companies to disclose the relationship between executive compensation and the financial performance of a company. The proposed rule would require a company to disclose executive pay and performance information for its executive officers and companies in a peer group and to tag the information in an interactive data format. The proposed rules would implement a requirement mandated by the Dodd-Frank Act to provide greater transparency, and allow shareholders to be better informed when they vote to elect directors.
SEC staff issues responses to FAQs on valuation guidance
SEC - 04/27/2015
The staff of the SEC's Division of Investment Management has released responses to frequently asked questions related to the valuation guidance for all mutual funds provided in the release adopting money market fund reforms in July 2014, and expects to update this document from time to time to include responses to additional questions.
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.
SEC Proposed Rule: Amendments to Form ADV and Investment Advisers Act Rules
SEC - 05/20/2015
The SEC is proposing amendments to Form ADV that are designed to provide additional information regarding advisers, including information about their separately managed account business; incorporate a method for private fund adviser entities operating a single advisory business to register using a single Form ADV; and make clarifying, technical and other amendments to certain Form ADV items and instructions. The Commission also is proposing amendments to the Advisers Act books and records rule and technical amendments to several Advisers Act rules to remove transition provisions that are no longer necessary.
SEC Proposed Rule: Pay Versus Performance
SEC - 04/30/2015
The SEC is proposing rules to require companies to disclose the relationship between executive compensation and the financial performance of a company. The proposed rule would require a company to disclose executive pay and performance information for its executive officers and companies in a peer group and to tag the information in an interactive data format. The proposed rules would implement a requirement mandated by the Dodd-Frank Act to provide greater transparency, and allow shareholders to be better informed when they vote to elect directors.
See the SEC's website for a complete list of all final rules.
SEC Final Rule: Amendments to Regulation A
SEC - 03/25/2015
The SEC adopted amendments to Regulation A and other rules and forms to implement Section 401 of the Jumpstart Our Business Startups Act. Section 401 of the JOBS Act added Section 3(b)(2) to the Securities Act of 1933, which directs the Commission to adopt rules exempting from the registration requirements of the Securities Act offerings of up to $50 million of securities annually. The final rules include issuer eligibility requirements, content and filing requirements for offering statements, and ongoing reporting requirements for issuers in Regulation A offerings.
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.
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.
Remarks by Daniel Gallagher at the Harvard Law School Symposium on Building the Financial System of the 21st Century: An Agenda for Europe and the United States
SEC - 04/16/2015
SEC Commissioner Daniel Gallagher shared his views on recent regulations in the U.S. and Europe in response to the financial crisis and the subsequent efforts to regulate the world financial markets.
Remarks by Kara Stein at the Vanderbilt Law School’s 17th Annual Law and Business Conference
SEC - 04/14/2015
SEC Commissioner Kara Stein shared her views on the new opportunities and risks presented by the data revolution, and discussed new tools the SEC is employing to keep pace with the new data-dominated world.
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.
SEC updates compliance and disclosure interpretation re: "Securities Act Rules"
SEC - 06/23/2015
The SEC's Division of Corporation Finance (Corp Fin) has published an update to its Compliance and Disclosure Interpretations (C&DIs) related to Securities Act Rules. New questions 182.01 to 182.11 were added to provide additional guidance as a result of 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 these amendments to Regulation A is to enable all smaller firms to raise capital more easily while still providing certain protections to investors.