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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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Chairman Clayton Discusses SEC’s Future Agenda

The Securities and Exchange Commission (“SEC”) expects to publish its near-term agenda in the coming months, but Chairman Jay Clayton recently gave a preview of what the agency’s agenda will include. In a November 8 speech at the PLI 49th Annual Institute on Securities Regulation in New York City, Clayton said that the SEC’s next near-term agenda would be shorter than previous ones due to limited resources and the time and resource pressures of rulemaking. Despite the SEC’s shorter near-term agenda, Clayton noted that the agency is still making progress on several projects. He referenced the SEC finishing two of. Read More.

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SEC Approves Updates to Auditor’s Report

The Securities and Exchange Commission (“SEC”) has unanimously approved an audit reporting standard by the Public Company Accounting Oversight Board requiring significant improvements to certain public company reports. Such improvements aim to make the auditor’s report more informative and address the communication of critical audit matters (“CAMs”) and disclosures concerning auditor tenure. The new auditor’s report is expected to offer investors meaningful insight regarding audits, such as important estimates and judgments, substantial unusual transactions, and other potential risk areas for an organization. Speaking on the objective of the auditing standard, SEC Chairman Jay Clayton said investors will benefit from a. 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 to Propose Simplifying Regulation S-K Disclosure Requirements

In a unanimous decision, the Securities and Exchange Commission (“SEC”) has agreed to a proposal that would update and streamline some disclosure requirements under Regulation S-K. The proposed amendments stem from SEC staff recommendations in the Report on Modernization and Simplification of Regulation S-K, issued in November 2016 as required by the Fixing America’s Surface Transportation Act, and include the following: Management’s Discussion and Analysis (“MD&A”): The proposal would allow companies to skip discussion within MD&A of the oldest period included in a filing if it was part of and discussed in a previous report and is not significant. Companies. Read More.

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SEC Chief Accountant Credits Interpretive Guidance for Curbed Misuse of Non-GAAP Measures

Securities and Exchange Commission (“SEC”) Chief Accountant Wesley Bricker is crediting the reduced misuse of non-GAAP measures to the Compliance and Disclosure Interpretations (“C&Dis”) issued in May 2016. Bricker said the interpretive guidance for Regulation G, regulation covering non-GAAP financial information, has helped companies become better disciplined and disclose to investors the use of non-GAAP measurements. Bricker spoke on the C&DIs in October at the National Association of Corporate Directors’ Global Board Leader’s Summit. He remarked that since the C&DIs were issued, public companies have quit highlighting non-GAAP measures more predominately than their audited results. Companies have also established policies. Read More.

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