One of the stated goals of the Public Company Accounting Oversight Board (PCAOB) is to preserve external audit quality. To further this priority, the PCAOB regularly invites public company audit committee chairs to have...more
On April 15, 2024, Gurbir S. Grewal, Director of the SEC’s Division of Enforcement, spoke at a compliance and enforcement conference regarding the challenges and potential missteps associated with the increased use of...more
As 2023 comes to a close and companies begin preparing their Form 10-K, one question keeps emerging: to check or not to check Form 10-K’s new restatement and compensation recovery (“clawback”) checkboxes?...more
The Public Company Accounting Oversight Board (PCAOB) has had one of its busiest years in recent memory, including with respect to standard setting, inspections and enforcement. Below is a summary of notable developments that...more
10/30/2023
/ American Bar Association (ABA) ,
Audit Committee ,
Audited Financial Statements ,
Audits ,
Comment Period ,
Corporate Governance ,
GAAP ,
Inspections ,
Non-GAAP Financial Measures ,
PCAOB ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulatory Standards ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Public companies will soon be required to provide increased transparency about cybersecurity incidents, risk management, strategy and governance as a result of new rules adopted by the Securities and Exchange Commission (the...more
8/14/2023
/ Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Final Rules ,
Form 8-K ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On July 26, 2023, in a 3-2 vote, the Securities and Exchange Commission (the “SEC”) adopted new rules for public companies that will require disclosures regarding cybersecurity incidents, as well as cybersecurity risk...more
7/31/2023
/ Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Form 10-K ,
Form 20-F ,
Form 8-K ,
New Rules ,
Publicly-Traded Companies ,
Risk Mitigation ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
The PCAOB recently released a new Audit Committee Resource, which sets forth an updated set of questions that audit committee members may want to consider incorporating into their ongoing engagement with auditors....more
7/13/2023
/ Audit Committee ,
Audits ,
Corporate Governance ,
Critical Audit Matters (CAMs) ,
Cybersecurity ,
Digital Assets ,
Disclosure Requirements ,
Fraud ,
PCAOB ,
Risk Assessment ,
Special Purpose Acquisition Companies (SPACs)
In December 2022, the Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 10b5-1, the rule that provides an affirmative defense to claims of insider trading for persons acquiring or disposing of...more
12/30/2022
/ 10b5-1 Plans ,
Affirmative Defenses ,
Amended Regulation ,
Corporate Governance ,
Disclosure Requirements ,
Insider Trading ,
Material Nonpublic Information ,
Publicly-Traded Companies ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
On Tuesday, the SEC’s Division of Corporation Finance posted updated Compliance and Disclosure Interpretations (C&DIs) regarding Non-GAAP Financial Measures. A summary of the specific changes is set out below, followed by...more
In a surprising 5-0 vote, the SEC yesterday adopted amendments to Rule 10b5-1, the SEC’s rule governing pre-arranged trading plans, as well as amendments to related disclosure and other rules. The amendments impose...more
The long-anticipated rules regarding recovery of erroneously awarded incentive-based compensation, commonly referred to as a “clawback,” were adopted by the Securities and Exchange Commission by a 3-2 vote on October 26,...more
10/31/2022
/ Clawbacks ,
Corporate Counsel ,
Corporate Governance ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Financial Statements ,
Form 10-K ,
Form 20-F ,
Incentive Compensation ,
Publicly-Traded Companies ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Segment reporting - a frequent topic of SEC comments and the subject of long-running debate at the Financial Accounting Standards Board (FASB) - continues to appear on the FASB’s Technical Agenda, with some likely changes on...more
The Securities and Exchange Commission recently revisited two proxy-related matters by (a) adopting amendments to the proxy rules governing proxy voting advice and (b) proposing amendments to the shareholder proposal rule in...more
7/26/2022
/ Comment Period ,
Corporate Governance ,
Proposed Amendments ,
Proposed Rules ,
Proxy Voting ,
Proxy Voting Guidelines ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals ,
Shareholders
Yesterday, the US Securities and Exchange Commission (SEC or Commission) proposed groundbreaking rules intended to enhance and standardize climate-related disclosure requirements for public companies. The SEC’s climate...more
3/23/2022
/ Annual Reports ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Foreign Private Issuers ,
Greenhouse Gas Emissions ,
Proposed Rules ,
Public Comment ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Securities and Exchange Commission (SEC)
Last week, the SEC announced the adoption of Staff Accounting Bulletin No. 120 (SAB 120), which provides guidance for companies as to how they should recognize and disclose the cost of providing “spring-loaded” awards to...more
12/10/2021
/ Corporate Governance ,
Disclosure Requirements ,
Equity Compensation ,
Executive Compensation ,
Fair Value Standard ,
Financial Accounting ,
Incentive Stock Options ,
Internal Controls ,
Material Nonpublic Information ,
MD&A Statements ,
New Regulations ,
Securities and Exchange Commission (SEC) ,
Stock Options
As year-end fast approaches, there has been no shortage of regulatory developments relevant to the upcoming financial reporting season. Several of these developments are summarized below....more
11/10/2021
/ Auditor Independence ,
Audits ,
Clawbacks ,
Comment Period ,
Corporate Governance ,
Dodd-Frank ,
Financial Statements ,
Inspections ,
PCAOB ,
Proposed Rules ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
On Friday, the SEC approved Nasdaq listing rules related to board diversity. The new Board Diversity Rule establishes diversity objectives for different classes of Nasdaq-listed companies and related disclosure requirements....more
8/10/2021
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Minorities ,
Nasdaq ,
Proposed Rules ,
Publicly-Traded Companies ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
On June 11, 2021, the Securities and Exchange Commission announced its Spring 2021 Unified Agenda of Regulatory and Deregulatory Actions (RegFlex Agenda). The RegFlex Agenda sets forth the short-term and long-term regulatory...more
6/21/2021
/ 10b5-1 Plans ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Environmental Social & Governance (ESG) ,
Publicly-Traded Companies ,
Regulation D ,
Regulatory Agenda ,
Rule 144 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
SEC Commissioner Allison Herren Lee recently shared some keynote remarks at the 2021 ESG Disclosure Priorities Event hosted by the American Institute of CPAs & the Chartered Institute of Management Accountants,...more
The outbreak of COVID-19 in the first quarter of 2020 inflicted an unprecedented shock on the global economy. In the first half of the year, growth stalled, the US unemployment rate reached its highest level since the Great...more
The Securities and Exchange Commission (SEC) announced in recent weeks multiple efforts to highlight climate change in corporate disclosures and to increase scrutiny and, potentially, enforcement focus on company disclosure...more
3/16/2021
/ Biden Administration ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Form 10-Q ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
Yesterday, the SEC announced the formation of a Climate and ESG Task Force in the Division of Enforcement. This announcement follows Acting Chair Allison Herren Lee’s earlier statement directing the Division of Corporation...more
With 2021 now upon us, companies, auditors and audit committees are gearing up for another annual reporting season, coming off of one of the more turbulent years in recent history, which included a significant number of...more
1/12/2021
/ AICPA ,
Audit Committee ,
Auditor Independence ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Internal Controls ,
PCAOB ,
Publicly-Traded Companies ,
Reporting Requirements ,
S&P ,
Securities and Exchange Commission (SEC)
The Securities and Exchange Commission (SEC) has adopted amendments to the shareholder proposal rule – Rule 14a-8 under the Securities Exchange Act of 1934. The long-awaited changes largely track the SEC’s November 5, 2019...more
The business world has changed a lot in the last three decades, and, as a result of recent amendments to Item 101 of Regulation S-K, the description of a company’s business included in registration statements and periodic...more