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SEC’s Corp Fin Revises Guidance on Non-GAAP Measures

The Securities and Exchange Commission’s (“SEC”) Division of Corporation Finance (“Corp Fin”) recently updated its Compliance and Disclosure Interpretation (“C&DI”), Non-GAAP Financial Measures . The revised C&DI features Corp Fin staff interpretations of the provisions for using non-GAAP financial measures. It also adds Questions 101.02 and 101.03, which includes guidance related to business combination transactions, including information about offering non-GAAP financial measures in specific forecasts. Visit SEC.gov to see the updated C&DI.

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Corp Fin’s Financial Reporting Manual Updated

The Securities and Exchange Commission’s (“SEC”) Division of Corporation Finance (“Corp Fin”) has revised its Financial Reporting Manual , which provides informal guidance for Corp Fin staff members. Publicly available to help with the preparation of SEC filings, the updated manual includes revised guidance concerning the pro forma impact of adopting recently issued accounting standards. It also addresses the adoption of such standards after an entity loses its Emerging Growth Company status and clarifies the effective dates for certain public companies for Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, and ASU No. 2016-02, Leases, by the Financial Accounting Standards. Read More.

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SEC Corp Fin to Tweak Cybersecurity Guidance

David Fredrickson of the Securities and Exchange Commission’s (“SEC”) Division of Corporation Finance (“Corp Fin”) has announced that the SEC will update its 2011 document, Disclosure Guidance: Topic No. 2, Cybersecurity. A refresh of the commission’s cybersecurity interpretive guidance, the update would address investors’ complaints that public companies are not providing timely or informative disclosures regarding cyber-attacks on their computer systems. Fredrickson, Corp Fin’s chief counsel, noted that the SEC’s staff is considering updates to disclosure controls and procedures, as in how quickly are cybersecurity breaches identified and brought to the attention of senior management for proper disclosure. The commission. Read More.

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Non-GAAP Guidance Updated by Corp Fin Staff

Staff members of the Securities and Exchange Commission’s Division of Corporation Finance (“Corp Fin”) have revised the Compliance and Disclosure Interpretation, Non-GAAP Financial Measures . The update includes guidance concerning business combination transactions and adds the following two questions: Are financial measures included in forecasts provided to a financial advisor and used in connection with a business combination transaction non-GAAP financial measures? Does the exemption from Regulation G and Item 10(e) of Regulation S-K for non-GAAP financial measures disclosed in communications relating to a business combination transaction extend to the same non-GAAP financial measures disclosed in registration statements, proxy statements and tender offer statements? The Compliance and. Read More.

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SEC’s Corp Fin Updates Compliance and Disclosure Interpretations

Staff members of the Securities and Exchange Commission’s (“SEC”) Division of Corporation Finance (“Corp Fin”) recently updated two Compliance and Disclosure Interpretations (“C&DIs”): Fixing America’s Surface Transportation (FAST) Act (Updated Question 1) ; and Securities Act Forms (New Questions 101.04 and 101.05) . Featuring the staff’s interpretations concerning SEC forms, rules and regulations, both updates relate to financial information requirements for emerging growth companies.

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SEC to Offer Interpretive Guidance on Pay Ratio Disclosures

To prepare companies for complying with the pay ratio disclosure requirements early next year, the Securities and Exchange Commission (“SEC”) recently approved new interpretive guidance. The interpretive guidance outlines the market regulator’s views regarding the use of reasonable estimates, assumptions and methodologies, and statistical sampling as allowed by the pay ratio rule. In addition, the guidance clarifies that companies can use applicable existing internal records (e.g., tax or payroll records) when determining whether to include non-U.S. employees and identifying the median employee. It also offers guidance concerning when a company can use widely recognized tests in determining whether its workers. Read More.

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