Latest from The SEC Institute Blog - Page 3

Thanks to the eagle eye of Reed Wilson, who, along with Rich Alven, teaches our new Zoom based “SEC Form 10-K Disclosure Best Practices” virtual workshop, for spotting the October 8, 2020 Federal Register  publication of the SEC’s August 26 Final Rule “Modernization of Regulation S-K Items 101, 103, and 105”. The effective date of the rule is 30 days after publication in the Federal Register. This means that the new rule will…
On September 30, 2020, the SEC announced a settled enforcement action against HP Inc.  This is another classic “known-trend” case.  Almost all these actions begin with a large, surprise stock drop.  Here is an excerpt from the SEC’s Accounting and Auditing Enforcement Release (or AAER):  On June 21, 2016, HP held a “Business Update Call” midway through the company’s third fiscal quarter. On the call, HP announced its change from a push to a pull…
In this series of posts we are focusing on non-GAAP measure problems and related SEC comments.  As the first, second and third posts in this series did, this post gives you an opportunity to see if you can spot the issue, and then provides the background and SEC guidance behind the issue. As a brief reminder, the SEC’s guidance about the use of non-GAAP measures is primarily in three places: Regulation G for non-GAAP…
In this series of posts we are focusing on non-GAAP measure problems and related SEC comments.  As the first and second posts in this series did, this post gives you an opportunity to see if you can spot the issue, and then provides the background and SEC guidance behind the issue. As a brief reminder, the SEC’s guidance about the use of non-GAAP measures is primarily in three places: Regulation G for non-GAAP measures used…
In this series of posts we are focusing on non-GAAP measure problems and related SEC comments in earnings releases.  As the first post in this series did, this post gives you an opportunity to see if you can spot the issue, and then provides the background and SEC guidance about the issue. As a brief reminder, the SEC’s guidance about the use of non-GAAP measures is primarily in three places: Regulation G for non-GAAP measures…
As we approach third quarter-end 2020, many of us will be drafting and reviewing earnings releases.  A majority, perhaps most, of these earnings releases will include non-GAAP measures.  The SEC includes earnings releases in their review process and, as you likely already know, frequently comments on the use of non-GAAP measures included in these crucial communication documents. More often than not the issues raised in these comments are areas that are dealt with in Regulation
On September 23, 2020, the SEC adopted two major Final Rules dealing with two very different issues, shareholder proposals and the whistleblower program. Shareholder Proposals The Commission approved changes in its rules for shareholder proposals in three areas. First, the ownership thresholds for submission of shareholder proposals have been increased to: $2,000 of the company’s securities for at least three years; $15,000 of the company’s securities for at least two years; or $25,000 of the…
As we have blogged on many occasions, the SEC’s Whistleblower Program has become an important part of the Enforcement Division’s activities.  On September 17, 2020, the SEC announced payments to joint whistleblowers who had raised concerns internally before blowing the whistle to the SEC.  And this September 14, 2020 Press Release announced a $10,000,000 (yes, million!) payment to a whistleblower “whose information and assistance were of crucial importance to a successful SEC enforcement action.” To…
In the closing months of 2020, we are all facing new and unique SEC reporting challenges. You may be asking yourself: What will be the appropriate disclosures about the uncertainty and disruption created by COVID-19?  How should risk factors and MD&A be updated?  And how should companies grapple with the SEC’s new business, legal proceedings and risk factor guidance? To help SEC reporting professionals prepare for these challenges and more, we have built new interactive…
If you are looking for a wonderfully informative and entertaining podcast to listen to while you work out at home, run or walk outside, or are just relaxing anywhere, check out PLI’s inSecurities podcast. The hosts of the podcast, Chris Ekimoff, a forensic accountant, and Kurt Wolfe, a securities regulatory attorney, provide insightful practitioner perspectives in their  biweekly podcast.  Podcast episodes have addressed  topics such as insider trading, developments in the SEC’s whistleblower program,…