On December 2nd, the SEC adopted amendments to finalize provisional final rules to carry out congressionally mandated submission and disclosure conditions that were introduced in Sections 2 and 3 of the Holding Foreign Companies Accountable Act of December 2020 (HFCA Act). The interim final amendments apply to registrants that: (1) the SEC identifies as having filed an annual report on Forms 10-K, 20-F, 40-F or N-CSR with an audit report issued by a registered public accounting firm that is in a foreign jurisdiction; and (2) the Public Company Accounting Oversight Board (PCAOB) is unable to inspect or investigate entirely because of a position taken by an authority in that jurisdiction. The final changes implement new submission and disclosure requirements to increase transparency and investor access to pertinent information concerning these registrants. Continue reading "SEC Approves Amendments to Finalize Interim..." »

On November 23, FASB issued proposed updates to the U.S. Generally Accepted Accounting Principles (GAAP) Financial Reporting Taxonomy concerning the Proposed Accounting Standards Update (ASU) on Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The proposed taxonomy updates are comprised of new elements, element deprecations, reference revisions, and updates to documentation and standard labels. Continue reading "FASB Proposes Updates for Future Taxonomy..." »

The SEC has published proposed amendments designed to revise and enhance requirements for the means by which broker-dealers, security-based swap dealers (SBSDs), and major security-based swap participants (MSBSPs) maintain electronic records and produce prompt records. These changes are intended to modernize current record-keeping requirements to facilitate the production of more timely and accurate information. Continue reading "SEC Announces Proposed Modifications to..." »

On November 29th, the SEC’s Office of the Chief Accountant and the Division of Corporation Finance published Staff Accounting Bulletin (SAB) No. 120, an interpretive guidance for public companies which details how to properly identify and disclose compensation costs for “spring-loaded awards” made to executives. Spring-loaded awards are share-based compensation arrangements in which a company grants stock options or other awards shortly before it announces market-moving information, for example, the disclosure of a substantial transaction or an earnings release that surpasses expected results. Continue reading "SEC Staff Issues Accounting Guidance on..." »

On November 18th, the SEC announced that it is proposing Rule 10c-1, in accordance with the Congressional mandate in the Dodd-Frank Act that the SEC enhance efficacy and transparency pertaining to the loan or borrowing of securities for brokers, dealers, and investors. Consistent with the SEC’s goals, the proposed rule helps to ensure that market participants, the public, and regulators have access to timely and comprehensive information about the market for securities lending. Continue reading "SEC Proposes Rule to Provide Transparency in..." »

On December 1st, the SEC announced that it has updated its list of unregistered entities that use inaccurate data to solicit mainly non-US investors, adding 82 soliciting entities, eight impersonators of real firms, and one bogus regulator. Continue reading "SEC Revises List of Firms Using Inaccurate..." »

On November 18th, the SEC’s Division of Enforcement announced that in fiscal year 2021, it saw a number of critically important and first-of-their-kind enforcement actions to further endeavors to protect investors and promote market integrity. The agency also noted record-breaking achievements for and contributions to enforcement actions from its whistleblower program in fiscal year 2021. Continue reading "SEC Publishes Enforcement Results for Fiscal..." »

On November 17th, the SEC revised rules to allow shareholders to vote for their preferred combination of board nominees in contested elections. Under new Rule 14a-19, it will be mandatory for management or shareholders to use universal proxy cards when soliciting proxy votes for their own candidates in contested director elections. The rule requires that universal proxy cards list the names of all director candidates for an election at an upcoming shareholder meeting, whether or not the candidates were nominated by management or shareholders. Much like voting in person, the modifications will provide shareholders equal voting opportunity even when voting by proxy. Continue reading "SEC Approves New Rules for Universal Proxy..." »

On November 17th, the SEC voted to propose amendments to its rules governing proxy voting advice. The proposed updates are designed to address the concerns of investors and other parties that the existing rules may subject proxy advisory firms to both unnecessary litigation risks and compliance costs, which may hinder the timeliness and independence of proxy voting advice. Continue reading "SEC Proposes New Amendments to Proxy Rules..." »

The SEC has announced a virtual Investor Advisory Committee meeting that will take place on Thursday, December 2, from 10:00 a.m. until 4:00 p.m. ET. The public may attend this free event, which will be presented live via webcast at sec.gov. {expires: 2021-12-03} Continue reading "SEC to Host Investor Advisory Committee Meeting" »

On November 1st, the Financial Accounting Standards Board (FASB) issued proposed improvements to references for the 2022 US GAAP Financial Reporting Taxonomy (GRT) and proposed improvements for the Accounting Standards Update (ASU) on Interim Financial Disclosure Requirements. These changes are intended to improve the usability of the taxonomy and enhance financial statement disclosures. Continue reading "FASB Seeks Comment on Proposed Improvements for..." »

On November 5th, the SEC announced that it has adopted the Public Company Accounting Oversight Board’s (PCAOB) Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act (HFCAA). The rule introduces the structure for the PCAOB’s findings under the HFCAA and underscores investor protection measures Continue reading "SEC Adopts PCAOB Rule 6100 Establishing..." »

On November 4th, the SEC announced that it is proposing rule and form amendments to update filing requirements that would affect issuers, registered investment advisors, institutional investment managers, and others that file or submit reports to the SEC on EDGAR. These changes are intended to increase efficiency, transparency, and operational resiliency of the filing process by updating the way data is submitted to the SEC and disclosed. Continue reading "SEC Announces Proposed Amendments to Electronic..." »