Practising Law Institute

Practising Law Institute is a nonprofit learning organization dedicated to keeping attorneys and other professionals at the forefront of knowledge and expertise. PLI is chartered by the Regents of the University of the State of New York, and was founded in 1933 by Harold P. Seligson. The organization provides the highest quality, accredited, continuing legal and professional education programs in a variety of formats which are delivered by more than 4,000 volunteer faculty including prominent lawyers, judges, investment bankers, accountants, corporate counsel, and U.S. and international government regulators. PLI publishes a comprehensive library of Treatises, Course Handbooks, Answer Books and Journals also available through the PLI PLUS online platform. The essence of PLI’s mission is a commitment to the pro bono community, with over 98,000 program scholarships awarded in 2017.

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As we mentioned in our MD&A Hot Topics One-Hour Briefing on February 3rd, the International Business Council of the World Economic Forum has been working to develop usable and practical ways of communicating ESG matters.  This report, prepared in collaboration with Deloitte, EY, KPMG and PwC and endorsed by many large public companies, is a first step in that process. As always, your thoughts and comments are welcome!…
Clearly ICFR is a major agenda item at the SEC and the PCAOB.  On December 18, 2019 the SEC announced that the Commission had “charged MetLife, Inc. with violating the books and records and internal accounting controls provisions of the federal securities laws relating to two errors in its accounting for reserves associated with its annuities businesses.”  MetLife will pay $10 million to settle the charges. This case relates to the books and records and…
In the SEC’s March 2019 Disclosure Modernization and Simplification Final Rule there was a bit of confusion about a new exhibit added to S-K Item 601 for Form 10-K.  This post reviews the requirements for this exhibit and provides links to two examples. Part of the confusion emanated from the omission of the following change to the S-K Item 601 Exhibit Table from the originally published Final Rule: The later version of the rule that…
In two recent posts we linked to examples of companies that have used the new Disclosure Modernization and Simplification opportunity to omit the third year back from MD&A. Check out the comments at the bottom of this post for more examples.  And, one of the members our blog community, Alyson Clabaugh from Intelligize, has been working on finding more examples.  She has built this treasure trove of examples! WOODWARD, INC.  10-K  (FY 2019)          11/25/2019 https://apps.intelligize.com/SECFilings/View/Filings/18137272 For…
On November 19, 2019 the SEC issued SAB 119 to align its guidance with the FASB’s Current Expected Credit Loss Standard, ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.  The new SAB  updates existing guidance dealing with what the staff expects of companies as they develop methodologies and supporting documentation for measuring credit losses. The SAB addresses areas that will sound very familiar to professionals who have been…
As we mentioned in our quarterly Newsletter, during the late summer the FASB had decided to defer the implementation date for its CECL, Leases, Hedging and Long Duration Insurance Contracts standards for certain types of entities.  On November 15, 2019 the final standard for this change was issued.  You can find a press release and links to the final ASU here.  The press release includes this table summarizing the changes: As always, your thoughts…
SEC Reporting this year-end presents several challenges, including: Form 10-K updates from the SEC’s March 2019 Disclosure Modernization rule, Implementation of Critical Audit Matters, and New accounting standards including CECL. Our 35ThAnnual SEC Reporting and FASB Forums in New York and San Francisco (and also via webcast) will provide you all the practical knowledge and useful tools you need to successfully navigate this complexity.  You will also earn an hour of regulatory ethics CPE.…
As we move towards the end of the third-quarter and begin preparations for year-end reporting we are presenting a series of blog posts focused on common questions and problems in quarterly and annual reports. This blog post explores some complexities of Item 9 in Form 10-K and the reporting requirements for auditor changes.  To illustrate this point, Workshop Instructors Reed Wilson and Rich Alven, who lead SECI’s Form 10-K In-Depth Workshop and who review each…
The CorpFin staff has provided two incremental sources of information and guidance dealing with shareholder proposals in the proxy process.  On September 6, 2019, CorpFin published an “Announcement Regarding Rule 14a-8 No Action Requests.”  In this Announcement, CorpFin staff says: The staff will continue to actively monitor correspondence and provide informal guidance to companies and proponents as appropriate. In cases where a company seeks to exclude a proposal, the staff will inform the…
As you may have heard, Virgin Galactic, Richard Branson’s space tourism company, began trading on the NYSE on October 28, 2019.  There was not a lot of press leading up to this listing as the company did not purse a traditional IPO.  The company achieved its NYSE listing by merging with a special purpose acquisition company or “SPAC”.  A SPAC is a company that raises capital through an IPO and lists on an exchange with…