Latest from The SEC Institute Blog - Page 2

On April 21, 2020, SEC Chairman Jay Clayton, PCAOB Chairman William D. Duhnke III, SEC Chief Accountant Sagar Teotia, SEC Division of Corporation Finance Director William Hinman and SEC Division of Investment Management Director Dalia Blass issued a Public Statement titled “Emerging Market Investments Entail Significant Disclosure, Financial Reporting and Other Risks; Remedies are Limited.” The Statement begins with the observation that over the last several decades U.S. investors have increased their investments…
If you are not familiar with the SEC Professionals Group, you will find that this member-managed group is a great source of SEC reporting information, community and support.  One such example is its weekly “Corona Conversations,” which takes place each Friday at 1 p.m. EDT (30 to 60 minutes), where members connect and discuss new topics weekly.  In these virtual meetings, members can raise questions and share insights and knowledge to help support each…
This June, SEC Institute’s 35th Midyear SEC Reporting and FASB Forums will be offered as live webcasts only rather than being held in person in New York and San Francisco.  This will enable us to provide a safe learning environment for participants and faculty. The live webcast of the New York program will be on June 11-12, 2020 and will begin at 8:00 a.m. EDT.  The live webcast of the San Francisco program will be…
As we mentioned in this post, the FASB met on April 8, 2020, to address “Accounting Relief During the COVID-19 Pandemic.”  You can read Chairman Russell G. Golden’s statement about the meeting here. Topics addressed were primarily for private companies and not-for-profits.  Steps included decisions to issues proposals for an optional one-year delay for the new leasing standard for private companies and not-for-profits and a one-year delay for the revenue recognition for private…
As we discussed in our One-Hour Briefing “COVID-19 Challenges for First Quarter 2020 Form 10-Q and Annual Meetings,” holding a virtual annual meeting involves both state and securities law considerations.  If you are looking for example proxy statements for virtual annual meetings these two from Baxter International and Hub Group may be helpful. Also, as an FYI, we are hearing about scheduling challenges as companies such as Computershare and Broadridge run out of…
In our recent One-Hour Briefing “COVID-19 Challenges for First Quarter 2020 Form 10-Q and Annual Meetings” we reviewed the SEC’s forewarning disclosure requirements.  Thanks to one of the folks listening to the briefing here is an example from BP.  While this is in a press release, it is an early warning and is a reasonable example of the language that would be appropriate in MD&A.  Towards the bottom of the press release
On April 8, 2020, SEC Chairman Jay Clayton and CorpFin Director William Hinman issued a Public Statement titled “The Importance of Disclosure – For Investors, Markets and Our Fight Against COVID-19.” The Statement provides valuable thoughts, advice and guidance as we approach quarter-end earnings releases and reporting.  In previous statements and guidance about the impact of COVID-19 the SEC has consistently made the point that in a period of such dramatic disruption and…
On April 7, 2020 the SEC staff updated their guidance about annual meeting processes during the period of disruption cause by COVID-19.  The principle changes are: The addition of a new section about delays in printing and mailing of full set of proxy materials An update to clarify that the section on changes in date, time, and location applies to special meetings An update by the Division of Investment Management to the section on changes…
On April 6, 2020, CorpFin issued two Compliance and Disclosure Interpretations related to its Order providing COVID-19 reporting relief.  The first deals with the interaction of Form 10-K General Instruction G’s provision allowing incorporation by reference of information required in Part III of Form 10-K if a company expects to furnish its proxy within 120 days of year-end.  The second deals with the interaction of U.S. and Canadian COVID-19 related relief for filers that use…
On April 3, 2020, SEC Chief Accountant Sagar Teotia issued a Public Statement titled “Statement on the Importance of High-Quality Financial Reporting in Light of the Significant Impacts of COVID-19.”  In the Public Statement he addresses the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Cares Act, in Section 4014, provides a deferral for the Current Expected Credit Loss accounting standard (ASC 326) for insured depository institutions and credit unions…