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On November 18, 2020, CorpFin updated several areas in the FRM for recent changes made by the SEC, FASB and PCAOB.  There are some areas where updates are still in process. The current update addresses: New Smaller Reporting Company definition Accelerated and Large Accelerated Filer definitions Audit requirements for SPACs Various SEC disclosure simplification and modernization rules Various updates and changes related to FASB and PCAOB standards Areas for future updates, including links to the…
As we discussed in this post, on November 17, 2020, the SEC adopted a Final Rule — ­­­­­­­ “Electronic Signatures in Regulation S-T Rule 302.” The Final Rule will not be effective until it is published in the Federal Register.  However, on November 20, 2020, CorpFin announced, “the staff will not recommend the Commission take enforcement action with respect to the requirements of Rule 302(b) in advance of such time provided…
In response to a reader comment about our recent posts delving into the SEC’s August 2020 modernization of business, risk factor and legal proceedings disclosures, this post explores the implications of these changes for smaller reporting companies or SRCs. A review of the SRC definition and a list of SRC disclosure accommodations is included at the end of this post.  SRCs can use this system in an “à la carte” fashion, picking and choosing…
On November 19, 2020, the SEC adopted a Final Rule modernizing MD&A requirements, eliminating the five-year selected financial information disclosure, and updating the S-K Item 302 quarterly information disclosure. The related press release includes this summary of the changes for MD&A: Add a new Item 303(a), Objective, to state the principal objectives of MD&A; Amend current Item 303(a)(1) and (2) (amended Item 303(b)(1)) to modernize, enhance and clarify disclosure requirements for liquidity and capital resources;…
Along with the Commission’s Final Rule on August 26, 2020, modernizing disclosure requirements for the description of the business, risk factors and legal proceedings, the SEC recently made two other changes which are a bit narrower in scope but which we should be aware of in the reporting process. First, in September, the Commission adopted a Final Rule updating the statistical disclosure requirements for banks and savings and loans.  This Final Rule eliminates Industry Guide…
On November 17, 2020, the SEC adopted a Final Rule  –  “Electronic Signatures in Regulation S-T Rule 302.”  As you can read in the accompanying Press Release, the SEC is modernizing its signature requirements to accept electronic signatures for many filings. This change was, at least partially, in response to this rulemaking petition by a group of law firms representing hundreds of public companies.  The amendments “recognize the widespread use of electronic…
Financial accounting and SEC reporting involve more judgments, estimates and uncertainties every quarter and year-end.  Challenges such as making the principles-based judgments for disclosing disaggregated revenues under ASC 606, estimating the appropriate discount rates to use for lease accounting in ASC 842, and determining the necessity of an MD&A know-trend disclosure about an uncertainty, are inescapable. One of the scariest “oh my” moments we have as SEC reporting professionals is when actual results differ materially…
This is the fourth in a series of blog posts delving into the practical aspects of implementing the Regulation S-K changes in the SEC’s August 26, 2020 Final Rule that modernizes and updates three disclosure areas in Regulation S-K: Item 101 – Description of business Item 103 – Legal proceedings Item 105 – Risk factors The Final Rule was published in the Federal Register on October 8, 2020 and is effective for filings made on…
This is the third in a series of blog posts delving into the practical aspects of implementing the Regulation S-K changes in the SEC’s August 26, 2020 Final Rule that modernizes and updates three disclosure areas in Regulation S-K: Item 101 – Description of business Item 103 – Legal proceedings Item 105 – Risk factors The Final Rule was published in the Federal Register on October 8, 2020 and is effective for filings made on…
This is the second in a series of blog posts delving into the practical aspects of implementing the Regulation S-K changes in the SEC’s August 26, 2020 Final Rule that modernizes and updates three disclosure areas in Regulation S-K: Item 101 – Description of business Item 103 – Legal proceedings Item 105 – Risk Factors The Final Rule was published in the Federal Register on October 8, 2020 and is effective for filings made on…