Jay Clayton Confirmed as SEC Chairman
Last week, the Senate confirmed Jay Clayton as the new chairman of the Securities and Exchange Commission (“SEC”). Appointed by President Trump earlier this year , Clayton was previously a partner of a New York-based law firm.
SEC’s Corp Fin Revises Crowdfunding Guidance
The Securities and Exchange Commission’s (“SEC”) Division of Corporation Finance (“Corp Fin”) has revised its Compliance and Disclosure Interpretation, Crowdfunding (new Questions 201.02 and 202.01). The update includes new guidance on related party transaction disclosures and calculating the holders of record for determining eligibility to end the responsibility to file ongoing reports.
New PCAOB White Paper Discusses Emerging Growth Companies
A new white paper by the Public Company Accounting Oversight Board (“PCAOB”) features significant observations about emerging growth companies. Published as White Paper on Characteristics of Emerging Growth Companies , the report includes information from recent Securities and Exchange Commission (“SEC”) filings and statistics from third-party vendors as of November 15, 2016. Some of the key observations discuss the emerging growth companies with common equity securities on U.S. exchanges; the percentage of emerging growth companies not listed on an exchange and reported zero revenues and those that disclosed they were shell companies; and the filers that delivered management reports regarding internal control over financial reporting, and those filers. Read More.
Public Companies Must Add Hyperlinks to Regulatory Filings
Securities and Exchange Commission (“SEC”) Chair Kara Stein and Acting Chair Mike Piwowar have approved a rule requiring public companies to insert hyperlinks to the exhibits in their regulatory filings. Announced on March 1, the final rule calls for hyperlinks to each exhibit in a regulatory filing’s index to be included with a public company’s annual and quarterly reports as well as registration statements submitted via the SEC’s EDGAR system and formatted in HTML format. The rule does not apply to electronic exhibits for asset-backed securities offerings recorded on Form ABS-EE or exhibits kept under the eXtensible Business Reporting language. Read More.
New Law Reverses SEC Payment Disclosure Rule
On February 14, President Trump signed into legislation a bill that nullifies Release No. 34-78167, Disclosure of Payments by Resource Extraction Issuers. Issued by the Securities and Exchange Commission (“SEC”) last June, the provision was part of the Dodd-Frank Act and called for public oil, gas and mining companies to report payments distributed to domestic and foreign governments as part of their business actions. The rule was meant to provide investors transparency about payments publicly listed companies make to governments concerning mining and oil and gas production, but companies complained that the regulation was burdensome. The White House said the. Read More.
SEC Chief Accountant Pushes Board Diversity as a Priority
During his March 24 speech in Knoxville, Tennessee, Securities and Exchange Commission (“SEC”) Chief Accountant Wesley Bricker pressed audit committee members to make board diversity a priority on their upcoming agendas. Bricker said board diversity would help enhance the ability for an audit committee to oversee financial reporting and lower the possibility of group think. He also mentioned academic research which discovered that boards with diverse members experience improved quality in financial reporting, and are more probable to view management accountable for weak financial performance. Bricker’s push for diversity reflects investors calling for more diversity among corporate directors and those. Read More.