CPAs and Advisors with Your Growth in Mind

Corp Fin Director Wants Public Companies to Improve Cybersecurity Disclosures

With public companies giving investors more information about cybersecurity risk factors, the director of the Securities and Exchange Commission’s (“SEC”) Division of Corporation Finance believes there is still room for improvement. At a speech last month, William Hinman noted that SEC staff is seeing inconsistencies regarding the quality of cybersecurity disclosures. To resolve the issue, Hinman wants companies to provide more details on how their boards of directors oversee risks and breaches. Hinman’s remarks come as Corp Fin staffers continue to review companies’ cybersecurity disclosures since the SEC issued Release No. 33-10459, Commission Statement on Guidance and Public Company Cybersecurity Disclosures . Issued in February, the guidance stresses why companies must implement controls for. Read More.

Topics: , ,

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.

Topics: , , ,

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.

Topics: , , , , ,

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.

Topics: , , ,

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.

Topics: , , , ,

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.

Topics: , , ,