The SEC’s spring 2024 regulatory agenda is now available for review at the Office of Information and Regulatory Affairs. SEC Chair Gary Gensler issued this Statement about the agenda.
As always, your thoughts and comments are welcome!
Category Archives: SEC News
CorpFin Director Provides Review Program Update
On June 24, 2024, Corporation Finance Director Eric Gerding gave an Announcement titled “The State of Disclosure Review,” and stated that “[t]his is part of an initiative to be more transparent and communicate with the marketplace about what is going on in the Disclosure Review Program.”
In his remarks Mr. Gerding describes the objectives of the review program and provides an overview of the review process. He notes that approximately 3,300 companies were reviewed in 2023. He enumerates frequent comment areas including China-related matters, non-GAAP measures, MD&A, revenue recognition, and financial statement presentation. He also discusses disclosure priorities including artificial intelligence, disclosures by China-based companies, and commercial real estate as well as how CorpFin will address recently issued rules.
The announcement provides a very thorough and comprehensive discussion that will inform all professionals in the reporting process about the priorities and approach of the filing review process.
As always, your thoughts and comments are welcome.
The SEC’s Enhanced Webpage
On June 29, 2024, the SEC “made enhancements to sec.gov to improve compliance with federal statutes and standards as well as the site’s functionality.”
The appearance and organization of the new sec.gov are very different. The “About” link in the top menu line provides paths to several reporting tools.
You can find the new CorpFin section here. This part of the webpage still has links to the forms, regulations and statutes.
As always, your thoughts and comments are welcome.
Tagging EPS and the Office of Structured Disclosure
Data tagging using XBRL has been a part of SEC reporting since 2009, with Inline XBRL phasing in starting in 2018. Several uses for XBRL have evolved over this period. The SEC staff utilizes this information in many ways, including uncovering issues during the CorpFin review process. Some service providers use the database to provide analysis and benchmarking tools. Software is available to access XBRL data for tasks such as peer group analysis.
As use of XBRL data evolves, assuring the integrity of this information is key. The Office of Structured Disclosure (OSD) within the Division of Economic and Risk Analysis oversees this process. Even though tagging has been required for over 15 years OSD periodically discovers problems.
This May 30, 2024, Announcement addresses an EPS tagging problem discovered by DERA staff. When a company’s basic and diluted EPS are the same and this information is presented in a single amount they should apply two tags, one for basic EPS and a second for diluted EPS, to this single amount.
You can find more of this kind of guidance from the Office of Structured Disclosure on this webpage providing Staff Observations, Guidance, and Trends.
As always, your thoughts and comments are welcome!
Further Relief for Former BF Borgers Clients
In this blog post we discussed an enforcement action against BF Borgers CPA PC and its owner barring them from public company auditing, along with a Statement to help former clients navigate the impact of this situation. On May 20, 2024, the SEC provided additional assistance in this Order which allows former clients of BF Borgers 30 days of deadline relief for Form 10-Q, rather than the 5 days specified in Form 12b-25, for filings delayed because of issues in retaining a new auditor.
As always, your thoughts and comments are welcome!
Climate-Related Disclosure Rules Saga Continues
On April 4, 2024, the SEC voluntarily stayed its Final Rules for climate-related disclosures pending the completion of the Eighth Circuit Court of Appeals judicial review. You can read more in the Order Issuing Stay.
As always, your thoughts and comments are welcome!
Stay of SEC’s Climate-Related Disclosure Rule Is Vacated
In a brief order, on March 22, 2024, the Fifth Circuit of the U.S. Court of Appeals removed its stay of the SEC’s climate-related final rule. The cases challenging the final rule have been consolidated in the Eighth Circuit. Stay tuned for future developments!
As always, your thoughts and comments are welcome.
Fifth Circuit Stays SEC Climate-Related Disclosure Rule
On March 15, 2024, in this very brief order, the Fifth Circuit of the U.S. Court of Appeals issued an administrative stay of the SEC’s climate-related disclosure final rules. Time to stay tuned for developments!
As always, your thoughts and comments are welcome!
SEC Adopts Final Rules for Climate-Related Disclosures
In a long-anticipated development, on March 6, 2024, the SEC adopted final rules requiring climate-related disclosures. The rules add:
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- Non-financial disclosures about climate-related risks, how such risks are managed and related board oversight;
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- Scope 1 and Scope 2 greenhouse gas (GHG) emission disclosures along with phased-in attestation requirements for large-accelerated and accelerated filers;
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- Financial statement disclosures about “capitalized costs, expenditures expensed, and losses incurred as a result of severe weather events and other natural conditions, such as hurricanes, tornadoes, flooding, drought, wildfires, extreme temperatures, and sea level rise, subject to applicable one percent and de minimis disclosure thresholds”;
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- Disclosures about carbon offsets and renewable energy credits or certificates (RECs) if material; and
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- Information about the impact on the estimates and assumptions used to produce the financialstatements from risks and uncertainties associated with severe weather events and other natural conditions and other related issues, if material.
To help companies and advisors implement these new requirements, PLI’s SEC Institute will offer several programs.
We will present two One-Hour Briefings delving into the final rules at 1 p.m. and 3 p.m. on April 18, 2024. The first briefing will focus on governance related disclosures and the second briefing will focus on GHG emission and financial statement disclosures. We will put links to the briefings in this blog as soon as they are available.
Our Midyear Forums will include in-depth discussion of the details of the rules.
We will also have a special conference in the early fall focused on understanding and implementing these extensive new disclosures. We will put a link to this conference in this blog as soon as it is available.
You can read more in the related Fact Sheet and the Final Rule Release.
As always, your thoughts and comments are welcome.
SEC Climate Rule Vote Scheduled for March 6, 2024
On February 28, 2024, the SEC announced it will consider a final rule for climate-related disclosures on March 6, 2024. You can find the announcement and the agenda here. You can find information about the webcast of the meeting here.
As always, your thoughts and comments are welcome!