AccountingLink

    SEC

    Summary
    The Securities and Exchange Commission (SEC) is a federal agency which holds primary responsibility for enforcing the federal securities laws and regulating the securities industry, the nation's stock and options exchanges, and other electronic securities markets in the US.

    SEC in Focus
    Proposed rules
    EY comment letters
    Selected SEC staff speeches
    Selected news releases

    SEC in Focus

    4 October 2018

    SEC in Focus - October 2018
    Our latest newsletter summarizes SEC developments in the last quarter, including certain items we have not previously reported in Week in Review. Highlights include a discussion of the SEC’s capital formation agenda, an analysis of a new interim financial statement disclosure requirement and a proposal by the SEC to streamline disclosure requirements for certain registered debt offerings. We also discuss the Commission’s focus on digital assets, current practice matters and significant personnel changes.

    12 July 2018

    SEC in Focus - July 2018
    Our latest newsletter summarizes SEC developments in the last quarter, including certain items we have not previously reported in Week in Review. Highlights include a discussion of a recent open meeting of the Commission, SEC staff comment letters on ASC 606 adoption and clarifications provided by SEC officials on certain digital assets. We also discuss recent SEC rulemaking activities, SEC staff guidance updates and significant personnel changes.

    5 April 2018

    SEC in Focus - April 2018
    Our latest newsletter summarizes SEC developments in the last quarter, including certain items we have not previously reported in Week in Review. Highlights include a discussion of relief companies can obtain under Rule 3-13 of Regulation S-X, the continued focus on initial coin offerings by the SEC and its staff and the SEC guidance on cybersecurity. We also discuss recent SEC rulemaking activities, SEC staff guidance updates and significant personnel changes.

    11 January 2018

    SEC in Focus - January 2018
    Our latest newsletter summarizes SEC developments in the last quarter, including certain items we have not previously reported in Week in Review. Highlights include SEC staff guidance on tax reform, remarks by SEC Chairman Jay Clayton and members of the SEC staff at the recent AICPA Conference on Current SEC and PCAOB Developments on the new accounting standards, critical audit matters and cybersecurity, and a discussion of Mr. Clayton’s concerns about initial coin offerings. We also discuss recent SEC rulemaking activities, SEC staff guidance updates and significant personnel changes.

    5 October 2017

    SEC in Focus - October 2017
    Our latest newsletter summarizes SEC developments in the last quarter, including certain items we have not previously reported in Week in Review. Highlights include remarks from SEC Chairman Jay Clayton on cybersecurity disclosures in SEC filings, recent guidance on pay ratio disclosure requirements, regulatory relief for companies and individuals affected by recent hurricanes, staff clarifications about its nonpublic review program and recent trends in SEC staff comments on non-GAAP measures and other topics.

    6 July 2017

    SEC in Focus - July 2017
    Our latest newsletter summarizes SEC developments in the last quarter, including certain items we have not previously reported in Week in Review. Highlights include remarks from SEC Chief Accountant Wesley Bricker on the adoption of significant new accounting standards and recent trends in SEC staff comments on non-GAAP measures.

    6 April 2017

    SEC in Focus - April 2017
    Our latest newsletter summarizes SEC developments in the last quarter, including certain items we have not previously reported in Week in Review. This issue highlights Jay Clayton’s testimony at his Senate Banking Committee confirmation hearing, the push to ease SEC rules required by the Dodd-Frank Act, recent trends in SEC staff comments, SEC Chief Accountant Wesley Bricker’s remarks on increasing the effectiveness of audit committees and final rules, rulemaking proposals, SEC staff guidance and other SEC activities.

    12 January 2017

    SEC in Focus - January 2017
    Our latest newsletter summarizes SEC developments in the last quarter, including certain items we have not previously reported in Week in Review. This issue highlights the remarks made by SEC staff members at the recent AICPA National Conference on Current SEC and PCAOB Developments related to SEC reporting implications of new accounting standards, non-GAAP financial measures and management’s discussions and analysis disclosure considerations for income taxes. We also discuss the SEC's progress on rulemaking and other initiatives, as well as significant personnel changes.

    6 October 2016

    SEC in Focus - October 2016
    Our latest newsletter summarizes developments related to SEC matters, including certain items we have not previously reported in Week in Review. This issue highlights the SEC staff’s continued focus on non-GAAP financial measures and recent developments in the SEC’s disclosure effectiveness project, recent enforcement activities and current trends in the SEC staff comment letters. We discuss the SEC's progress on rulemaking and other initiatives, including the changes in the accredited investor definition recommended by the SEC Advisory Committee on Small and Emerging Companies.

    Proposed rules

    24 July 2018

    Financial disclosures about guarantors and issuers of guaranteed securities and affiliates whose securities collateralize a registrant’s securities
    The SEC proposed amendments to simplify and streamline the financial disclosure requirements applicable to registered debt offerings for guarantors and issuers of guaranteed securities, as well as for affiliates whose securities collateralize a registrant’s securities. The proposed amendments to Rules 3-10 and 3-16 of Regulation S-X would focus disclosures on information that is material to investors given the specific facts and circumstances, make the disclosures easier to understand, and reduce the costs and burdens for registrants.

    2 May 2018

    Auditor independence with respect to certain loans or debtor-creditor relationships
    The SEC proposed to amend its independence rules restricting lending relationships between audit firms and certain shareholders of their audit clients.

    11 October 2017

    FAST Act modernization and simplification of Regulation S-K
    These proposed amendments are based on the recommendations made in the staff’s Report on Modernization and Simplification of Regulation S-K, as required by Section 72003 of the Fixing America’s Surface Transportation Act. The proposed amendments are intended to modernize and simplify certain disclosure requirements in Regulation S-K, and related rules and forms, in a manner that reduces the costs and burdens on registrants while continuing to provide all material information to investors. The amendments are also intended to improve the readability and navigability of disclosure documents and discourage repetition and disclosure of immaterial information. To provide for a consistent set of rules to govern incorporation by reference and hyperlinking, we are also proposing parallel amendments to several rules and forms applicable to investment companies and investment advisers, including proposed amendments that would require certain investment company filings to be submitted in HyperText Markup Language (“HTML”) format.

    1 March 2017

    Inline XBRL filing of tagged data
    The SEC proposed a rule that would require operating companies and mutual funds to use Inline XBRL and embed tags in their financial statements and their risk/return summaries, respectively. The proposal would require Inline XBRL tagging on the same information operating companies and mutual funds currently include in separate XBRL exhibits. The requirement would be phased in over three years for operating companies based on filing status and over two years for mutual funds based on net assets. Comments are due 60 days after the proposal is published in the Federal Register.

    26 October 2016

    Universal proxy
    The SEC proposed requiring the use of a universal proxy ballot listing the names of all board of director nominees, regardless of whether they are nominated by the company or a dissident shareholder. The proposed rule would allow shareholders voting by proxy to use a single ballot to vote for any combination of candidates nominated by either the company or dissident shareholders. Comments are due 60 days after publication in the Federal Register.

    31 August 2016

    Exhibit hyperlinks and HTML format
    The SEC proposed rule and form amendments that would require registrants to include a hyperlink to exhibits in their filings. The proposed amendments would require registrants that file registration statements and periodic and current reports that are subject to the exhibit requirements under Item 601 of Regulation S-K, or that file on Forms F-10 or 20-F, to include a hyperlink to each exhibit listed in the exhibit index of the filings. The amendments would also require that registrants submit all of these filings in HyperText Markup Language (HTML) format.

    EY comment letters

    2 January 2018

    Comment Letter - SEC’s proposal to modernize and simplify Regulation S-K
    In our comment letter, we generally supported the proposed amendments, including the proposal to allow registrants that present three years of financial statements to omit from management’s discussion and analysis (MD&A) a discussion of the earliest year in certain circumstances. However, we suggested revisions to the two conditions the SEC proposed for registrants to omit a discussion of the earliest year. Further, we recommended that the SEC consider whether its use of a wide variety of references to materiality in Regulation S-K makes compliance unnecessarily complex.

    24 May 2017

    Comment Letter - SEC’s initiative to modernize Guide 3 disclosure requirements
    In our comment letter, we supported the Commission’s initiative to remove redundant or obsolete disclosure requirements and modernize Industry Guide 3: Statistical Disclosure by Bank Holding Companies. We also articulated concerns over the potential incorporation by reference in SEC filings of disclosures that bank holding companies currently provide under banking sector regulations.

    16 May 2017

    Comment Letter - SEC’s Inline XBRL proposal
    In our comment letter, we supported the objective of requiring structured data and data tagging to improve disclosure analysis and help investors and other market participants make more-informed decisions. However, we expressed concerns about requiring the use of Inline XBRL and suggested other actions that could be taken to improve the quality and reliability of financial statement data tagging. We noted that embedding tags in the financial statements could lead investors to assume such tags have been audited or reviewed and suggested ways to alleviate any expectation gap if the SEC moves forward with the proposal.

    19 January 2017

    Comment letter - SEC’s annual review under the Regulatory Flexibility Act
    In our comment letter, we recommend that the Commission consider making the periodic review required by the Regulatory Flexibility Act more transparent and more robust to encourage broader and meaningful participation by constituents. We believe an effective post-implementation review process should determine whether a rule has accomplished its objective, evaluate the compliance cost for all issuers and the benefits for investors and provide feedback to inform and improve the rulemaking process.

    30 November 2016

    Comment Letter - SEC’s request for input on Subpart 400 of Regulation S-K
    In our comment letter, we recommended the Commission consider reducing the current complexity around the timing of executive compensation disclosures in securities offerings and encourage a private sector initiative to develop guidance on the computation and disclosure of supplemental compensation metrics such as compensation “realizable” and “realized.” We also recommended that the Commission consider ways to enhance disclosures about diversity on public company boards and reconsider the definition of an audit committee financial expert.

    31 October 2016

    Comment Letter - SEC proposal requiring exhibit hyperlinks
    In our comment letter, we support the SEC proposal to require registrants to include a hyperlink to each exhibit listed in the exhibit index of nearly all filings subject to Item 601 of Regulation S-K. We also reiterate our recommendation that the SEC adopt a company profile approach for organizing and presenting exhibits, other reference information, and information with respect to specific fiscal periods. We believe that approach ultimately will be a more effective way to provide access to corporate exhibits.

    31 October 2016

    Comment Letter - SEC proposal to eliminate redundant and outdated disclosures
    In our comment letter, we supported substantially all of the SEC’s proposals to eliminate disclosure requirements that have become redundant or outdated due to subsequent FASB standard setting or SEC rulemaking. We also recommended that the Commission consider rescinding a number of additional disclosure rules that, in our view, are duplicative or inconsistent with current US GAAP disclosure requirements.

    8 September 2016

    Comment letter - SEC’s proposed amendment to the definition of smaller reporting company
    In our comment letter, we offered a view on how the Commission should approach any potential changes to its accelerated filer definition. We also recommended conforming Rule 3 05 of Regulation S X with the proposed $100 million revenue limit for smaller reporting companies (i.e., require no more than two years of audited financial statements when an acquired business has annual revenue below $100 million).

    Selected SEC staff speeches

    21 September 2017

    Deputy Chief Accountant Sagar Teotia remarks before the San Diego Chapter of the Financial Executives Institute
    Deputy Chief Accountant Sagar Teotia remarks, “Addressing Implementation Matters to Improve Financial Reporting."

    9 June 2017

    Chief Accountant Wesley R. Bricker makes keynote address before the 2017 Journal of Accounting and Public Policy Conference
    Chief Accountant Wesley R. Bricker gave a keynote address, “The Interaction between Regulatory Institutions and Accounting: A Public Policy Perspective”.

    Selected news releases

    7 February 2018

    SEC Office of Compliance Inspections and Examinations announces 2018 examination priorities
    The SEC Office of Compliance Inspections and Examinations (OCIE) today announced its 2018 examination priorities. OCIE publishes its exam priorities annually to improve compliance, prevent fraud, monitor risk, and inform policy. Of particular interest this year will be matters involving critical market infrastructure, duties to retail investors, and developments in cryptocurrency, initial coin offerings, and secondary market trading.

    21 September 2017

    SEC adopts interpretive guidance on pay ratio rule
    The SEC has approved interpretive guidance to assist companies in their efforts to comply with the pay ratio disclosure requirement mandated by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Under the Commission’s rule implementing the pay ratio requirement, companies are required to begin making pay ratio disclosures in early 2018.

    18 August 2017

    Commission and commission staff issue updates to interpretive guidance on revenue recognition
    The SEC issued two releases and the SEC staff released a Staff Accounting Bulletin to update interpretive guidance regarding revenue recognition.

    12 January 2017

    SEC announces 2017 examination priorities
    The SEC announced its Office of Compliance Inspections and Examinations’ 2017 priorities. Areas of focus include electronic investment advice, money market funds, and financial exploitation of senior investors. The priorities also reflect a continuing focus on protecting retail investors, including individuals investing for their retirement, and assessing market-wide risks. The 2017 examination priorities address issues across a variety of financial institutions, including investment advisers, investment companies, broker-dealers, transfer agents, clearing agencies, private fund advisers, national securities exchanges, and municipal advisors.

    25 August 2016

    SEC seeks public comment on disclosure requirements relating to management, security holders and corporate governance matters
    The SEC is seeking public comment on how to enhance disclosures on executive compensation, beneficial security holders, related parties and other corporate governance and independence matters addressed in Subpart 400 of Regulation S-K. This request for comment is part of its disclosure effectiveness initiative and is mandated by the Fixing America’s Surface Transportation Act. Comments are due 60 days after publication in the Federal Register.