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One other C&DI related to environmental actions brought by foreign governments was withdrawn.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:

• Substantial Implementation, Duplication, and Resubmission of Shareholder Proposals Under Exchange Act Rule 14a-8,
• Cybersecurity Risk Management for Investment Advisers, Registered Investment Companies, and Business Development Companies,
• Safeguarding Advisory Client Assets, and
• Proposed Amendments to the National Market System Plan Governing the Consolidated Audit Trail To Enhance Data Security.

As always, your thoughts and comments are welcome!

On May 16, 2025, the SEC announced that on June 26, 2025, it will hold a roundtable discussion focused on executive compensation disclosures.  As you can read in the Press Release, the roundtable will be open to the public and streamed live.  In a related Statement about the roundtable, Chairman Paul S. Atkins noted:

“When the Commission instituted tabular executive compensation disclosure in 1992, then-Chairman Richard C. Breeden championed an easily comprehensible disclosure regime centered around a graphical presentation of total executive compensation with comparisons against compensation of executives in peer firms and against the issuer’s performance.

In the intervening years, disclosure requirements have been expanded to focus more and more on variations of components of compensation, rather than on total compensation.  While it is undisputed that these requirements, and the resulting disclosure, have become increasingly complex and lengthy, it is less clear if the increased complexity and length have provided investors with additional information that is material to their investment and voting decisions.”

Chairman Atkins’ Statement enumerates a number of questions for consideration in assessing issues including cost effectiveness and materiality for current executive compensation disclosure requirements.  The Statement also encourages input from the public.

In separate remarks that shed light on how the Commission will focus on economic analysis in the rulemaking process, at the 12th Annual Conference on Financial Market Regulation, Chairman Atkins stated:

 “In years past, the Commission has unfortunately demonstrated a tendency to prioritize regulatory expansion over meticulous economic analysis, potentially jeopardizing this delicate balance.  For example, in some of the Commission’s recent economic analysis, the adopting releases have stated, ‘Where possible, we have attempted to quantify these economic effects . . . however, we are unable to reliably quantify the potential benefits and costs of the final rule.’  Going forward, we must show our work so that the public understands what we are proposing and why.  We must show that we have considered the potential effects of our rules, including the negative ones.”

As always, your thoughts and comments are welcome.

On April 25, 2025, the SEC updated its Compliance and Disclosure Interpretations (C&DIs) addressing “Manipulative and Deceptive Devices and Contrivances: Rule 10b5-1.”  The changes include two new C&DIs, updates to twenty C&DIs, and withdrawal of three C&DIs.  Issues addressed include interactions with Rule 144, transactions in trusts, transactions with stock that was collateral for loans, and several other detailed areas.

As always, your thoughts and comments are welcome.