Latest from The SEC Institute Blog - Page 3

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…
Last week we posted about PLI’s inSecurities Podcast, an enjoyable and positive way to spend time during this period of disruption and uncertainty.  Episode 6 of the Podcast delves into whistleblower issues, which ties in nicely to two recent SEC announcements.  First, on March 30, 2020, the SEC reinforced the importance of its whistleblower program in this press release announcing another major cash award to a whistleblower.  This is the SEC’s third case where…
On March 31, 2020 CorpFin issued two Compliance and Disclosure Interpretations to answer questions arising from its Order providing reporting relief for companies.  The C&DI’s deal with the interaction of Form 12b-25 and the provisions in the Order. Question 135.12 Question: A registrant expects that due to COVID-19 it will be unable to file a report of the type covered by Rule 12b-25 on a timely basis without incurring an unreasonable effort or expense. It is…
Coming to grips with how the uncertainty and disruption created by COVID-19 affects impairment testing will be a crucial part of this quarter-end.  To help SEC reporting professionals through this process, the SEC Institute Division of PLI will present a complimentary One-Hour Briefing – Impairment Testing Considerations for Quarter One in the 2020 Coronavirus Environment, on April 3, 2020 at 3 PM EDT. Leading the discussion will be SEC Institute workshop leaders Bob Laux…
An enjoyable and positive way to spend time during this period of disruption and uncertainty is listening to new podcasts.  Several weeks ago PLI launched the inSecurities Podcast, an in-depth podcast examining changes to securities rules, regulations, and cases from a practitioner’s perspective in both law and accounting.  The podcast is hosted by Chris Ekimoff, a forensic accountant, and Kurt Wolfe, a securities regulatory attorney.  They provide a wonderfully balanced and entertaining perspective on…