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Corp Fin Issues Interpretive Guidance on Board Diversity Disclosures

The Securities and Exchange Commission’s Division of Corporation Finance (“Corp Fin”) has issued new interpretive guidance to clarify company disclosures on board diversity. Presented in a question-and-answer format, the new guidance adds an item to the Compliance and Disclosure Interpretations (“C&DIs”): Regulation S-K concerning Subpart 400 of Regulation S-K, which covers information separate from what companies must disclose in financial statements. Subpart 400 concerns details associated with corporate governance matters such as executive pay and board director qualifications. Question 116.11 of the C&DIs inquires what aspects regarding a board member with respect to diversity must be disclosed under Item 401.. Read More.

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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.

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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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