For those who have had their heads buried in their 10-K process, this is a hit list of things that the SEC has been working on that you might have missed.
The CorpFin staff updated the Financial Reporting Manual in early January. The only changes made related to the FASB’s adoption of pushdown accounting and the SEC’s rescission of the Staff Accounting Bulletin on that topic. You can find the updated manual at: http://www.sec.gov/divisions/corpfin/cffinancialreportingmanual.shtml
The CorpFin staff added a new compliance and disclosure interpretation that addresses the use of graphics in SEC filings. See the C&DI at: http://www.sec.gov/divisions/corpfin/guidance/regs-tinterp.htm#118.01
Staff Review of Conflicting Shareholder Proposals
In light of the review of Exchange Act Rule 14a-8(i)(9) ordered by SEC Chair White, the CorpFin staff will express no views on shareholder proposals that directly conflict with a management proposal during the current proxy season. CD announcements at:
Rule Proposal for Hedging Disclosure
In February, the SEC issued a rule proposal that would enhance corporate disclosure of company hedging policies for directors and employees, as mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The proposal would require disclosure about whether directors, officers and other employees are permitted to hedge or offset any decrease in the market value of equity securities granted by the company as compensation or held, directly or indirectly, by employees or directors.
You can find the rule proposal at: http://www.sec.gov/rules/proposed/2015/33-9723.pdf
As we discussed in our one hour briefing earlier this year, disclosure effectiveness is on the front burner of projects in CorpFin. What you may not have realized is that it is on the agenda of others at the SEC and outside the building. See for example:
- A speech by Rick Fleming, the SEC’s first Investor Advocate, at PLI’s SEC Speaks program. He stressed that the times have changed and so should the delivery of information to investors. Fleming believes that in order to provide effective disclosure the data must be both layered and structured, rather than the traditional SEC format embodied in Forms 10-K and 10-Q. You can find his speech at: http://www.sec.gov/news/speech/022015-spchraf.html#.VPCmQSk0OJU
- A couple of interesting comment letters on the project that you might have missed last fall. The first one has a detailed hit list of items for the SEC staff to consider revising, deleting, etc. (see the letter at: http://www.sec.gov/comments/disclosure-effectiveness/disclosureeffectiveness-23.pdf). The second letter has just one suggestion but a very innovative one (see the letter at: http://www.sec.gov/comments/disclosure-effectiveness/disclosureeffectiveness-16.pdf)