While the SEC did not issue formal press releases to announce them, on July 16, 2025, the Commission issued three whistleblower awards totaling over $7,500,000. You can find the details of the awards here.
As always, your thoughts and comments are welcome!
In our June 11, 2025, One-Hour Briefing “Navigating a Financial Restatement in SEC Reporting,” Kurt Wolfe and Chris Ekimoff, who hosted PLI’s inSecurities podcast, discussed dealing with a possible restatement. While hopefully none of us ever have to deal with this kind of situation, it is important to be prepared should this kind of problem ever arise.
As a real-world example, you can review this July 1, 2025, Form 8-K disclosure by PetMed Express, Inc. in which the company says:
[T]he Audit Committee has advised management that it has received anonymous reporting through the Company’s third-party-administered whistleblower hotline regarding: the timing of revenue recognition with respect to certain autoship orders in the fiscal fourth quarter of 2025, some of which resulted in customer complaints; a fiscal fourth quarter 2025 $50 coupon promotion to customers and its potential impact on Company key-performance indicators (KPIs) regarding new customers; and the Company’s culture and control environment. The Audit Committee has engaged external legal counsel with other external advisors to investigate these reports. The investigation is still ongoing, no conclusions have been reached, and the Company cannot predict its duration or outcome.
The company filed a Form 12b-25, which appears on its EDGAR list as Form NT10-K, on June 16, 2025. As of the date of this post, July 9, 2025, the company had not filed its Form 10-K. As discussed in our briefing, there are a number of related issues that arise in this kind of situation, such as this Form 8-K that discusses the implications of the company receiving a notification about non-compliance with the NASDAQ listing rules requiring timely filing of all SEC reports.
As always, your thoughts and comments are welcome!
On July 15, 2025, SEC Chair Paul Atkins announced that Erica Williams has resigned as chair and a board member of the PCAOB. You can read more in this PCAOB News Release.
As always, your thoughts and comments are welcome.
Historically, finding a C&DI to address a specific issue has often been a bit of a treasure hunt. Searching required identifying an appropriate category of C&DIs and then searching within that category. This process sometimes required multiple searches in multiple categories to find an on-point C&DI. To make this process simpler, and as the latest step in updating and revising its staff guidance, CorpFin has published what they are referring to as a “consolidated page” for all of its C&DIs. This lengthy webpage is word searchable in a web browser, greatly simplifying the process of finding a C&DI that addresses a specific topic.
As always, your thoughts and comments are welcome!
On June 20, 2025, CorpFin updated its C&DIs addressing Regulation S-K Item 103 legal proceedings disclosures. You can find the details of the updates, which include marked versions of the old C&DIs, here. Two C&DIs were updated. One update addressed when costs incurred related to the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) are “sanctions” as described in S-K Item 103. The other addressed situations when a proceeding against an officer which could require the company to indemnify the officer would be considered a proceeding in which the officer has a “material interest adverse to the company.”
One other C&DI related to environmental actions brought by foreign governments was withdrawn.
As always, your thoughts and comments are welcome!
On July 2, 2025, CorpFin announced an update to its Financial Reporting Manual for acquisition reporting changes from a 2020 Final Rule. Topics updated include the significant subsidiary test, including the income/revenue test, along with the requirements for audited financial statements of an acquired business and proforma information. The summary of changes on the second page of the updated FRM includes a list of areas that are not yet updated.
As always, your thoughts and comments are welcome.
On June 12, 2025, the SEC withdrew fourteen notices of proposed rulemaking, removing them from the SEC’s rulemaking agenda. As you can see by reviewing the related Final Rules listed on the Rulemaking Activitysection of the SEC’s webpage, the removed rules include:
As always, your thoughts and comments are welcome!
On June 4, 2025, the SEC issued a concept release requesting input about the foreign private issuer definition. The “Concept Release on Foreign Private Issuer Eligibility” focuses on how the population of foreign private issuers has changed since the origin of the definition and whether these changes necessitate updates to the definition.
The concept release lists several areas for comment, including:
You can read more in the related Fact Sheet and Press Release.
As always, your thoughts and comments are welcome!
On June 11, 2025, the former hosts of PLI’s InSecurities podcast, Chris Ekimoff of RSM US LLP and Kurt Wolfe of Quinn Emanuel Urquhart & Sullivan, LLP, along with George Wilson of PLI’s SEC Institute, will present a One-Hour Briefing titled “Navigating a Financial Restatement in SEC Reporting.” Companies are frequently unprepared for, and even unaware of, the risks when a financial reporting error is discovered. This briefing will help companies build a plan and be ready if they ever need to navigate the restatement process.
This briefing will address:
As always, your thoughts and comments are welcome!
On May 29, 2025, the SEC announced that its Investor Advisory Committee will meet on June 5, 2025 and that one of the panels the committee will host is titled “Beyond the GAAP: Market Perspectives on Non-GAAP Financial Disclosures.” The meeting will be open to the public and webcast.
The meeting agenda provides details about the members of the panel and the focus of the discussion. According to the agenda, the issues the panel will address include:
As always, your thoughts and comments are welcome!