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SEC Seeks to Enhance Alternative Trading Systems Oversight

Last month, the Securities and Exchange Commission (“SEC”) proposed new rules to improve the transparency and regulatory oversight of alternative trading systems (ATSs) that trade stocks listed under a national securities exchange (NMS stocks). Per the agency’s proposal, an NMS stock ATS would be required to file in depth disclosures on the newly proposed Form ATS-N regarding its operations, as well as the actions of its broker-dealer operator and affiliates, and execution priority procedures. The proposal would also make Form ATS-N disclosures available on the SEC website, which could help market participants when deciding whether to conduct business with an. Read More.

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SEC Fiscal Year 2015 Enforcement Results Released

The Securities and Exchange Commission (“SEC”) announced that for the fiscal year ended September 2015 it has filed a record 807 enforcement actions, many of which were “first-of-their-kind.” Of all the enforcement actions filed, 507 were independent actions for federal securities law violations. The remaining 300 actions were either against issuers who were delinquent in their required filings with the agency, or administrative proceedings pursuing restrictions against persons based on orders such as criminal convictions and civil injunctions. The SEC also acquired orders of around $4.2 billion in disgorgement and penalties in fiscal year 2015. An overview of SEC enforcement in fiscal year 2015 is available in the. Read More.

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SEC Concerned over Companies Using Non-GAAP Earnings Measures

Public companies’ growing use of non-GAAP earnings measures has caught the attention of Securities and Exchange Commission (“SEC”) Chair Mary Jo White. At a November 17th conference in Washington, D.C., White said the SEC’s Division of Corporation Finance want to make sure that companies’ reliance on non-GAAP measures for presenting better-looking financial results does not mislead investors. In particular, SEC officials want to determine if companies are adequately disclosing why non-GAAP measures provide valuable information regarding their financial conditions and results of operations. White cited the lack of consensus on how companies define certain non-GAAP measured decreases comparability between companies. In. Read More.

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GATE Global Impact Petitions for Change to Anti-Fraud Rule

Last month, GATE Global Impact Inc., filed a rulemaking petition asking the Securities and Exchange Commission (“SEC”) to amend Rule 15c2-11 under the Securities Exchange Act of 1934. The New York-based electronic marketplace says the decades-old rule against microcap fraud must be changed to account for what it believes to be an unintentional consequence of the JOBS Act. Per its petition, GATE predicted that SEC adoption of the JOBS Act’s “Regulation A+” capital formation rules would increase the number of securities bound by Rule 15c2-11. Without making changes to the “piggyback” exception to Rule 15c2-11, GATE insisted that the rise. Read More.

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SEC Chief Accountant Urges Audit Committees to Oversee Revenue Standard Implementation

Securities and Exchange Commission (“SEC”) Chief Accountant James Schnurr has called for audit committees to begin their oversight in the implementation of the new revenue recognition standard, Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), ahead of its 2018 effective date. In a speech at the October 23rd Audit Committee Summit, Schnurr told attendees that many audit committees have held preliminary discussions with management about the upcoming standard and some have even started assessing how the new guidance might affect their companies. However, for proper oversight, Schnurr encourages audit committees to be more involved and. Read More.


Staff Bulletin Issued for Exclusion of Shareholder Proposals

Updating guidance for companies wishing to exclude shareholder proposals from their proxy filings, the Securities and Exchange Commission (“SEC”) has published Staff Legal Bulletin (SLB) No. 14H, Shareholder Proposals’ which is the conclusion of a months-long internal review of Rule 14a-8(i)(9) of the Securities Exchange Act of 1934. Rule 14a-8(i)(9) allows companies to leave out shareholder proposals if they conflict with a management proposal and had been applied regularly in recent years. In regard to applying the rule, the SEC’s Division of Corporate Finance said that any review concerning whether a shareholder proposal can be excluded should focus on whether. Read More.