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SEC issues report on modernization and simplification of Regulation S-K

Nov 29, 2016

The SEC has issued “Report on Modernization and Simplification of Regulation S-K.”

The report is being issued in response to a mandate in Section 72003 of the Fixing America’s Surface Transportation Act, which requires the report to include “(1) all findings and determinations made in carrying out the study . . . ; (2) specific and detailed recommendations on modernizing and simplifying the requirements in [R]egulation S–K in a manner that reduces the costs and burdens on companies while still providing all material information; and (3) specific and detailed recommendations on ways to improve the readability and navigability of disclosure documents and to discourage repetition and the disclosure of immaterial information.”

The report includes staff recommendations on the following topics:

  • Core company business information.
  • Company performance, financial information, and future prospects.
  • Management and certain security holders.
  • Corporate governance.
  • Registration statement and prospectus provisions.
  • Exhibits.
  • Manner of delivery recommendations.

For more information, see the report on the SEC’s Web site.

SEC chief accountant to retire; interim chief accountant to fill the position

Nov 22, 2016

The SEC has announced that Chief Accountant James Schnurr will be retiring from the agency and will be succeeded by Wesley R. Bricker.

Mr. Schnurr began his tenure in October 2014 but suffered injuries from a serious bicycle accident in April 2016. Mr. Bricker assumed the role of interim chief accountant in July 2016.

For more information, see the press releases on Mr. Schnurr’s retirement and Mr. Bricker’s appointment on the SEC’s Web site.

EITF discusses employee benefit plans at November meeting

Nov 18, 2016

At its November 17, 2016, meeting, the EITF discussed Issue No. 16-B, “Employee Benefit Plan Master Trust Reporting.”

For a de­tailed summary of the meeting, see De­loitte’s November 2016 EITF Snap­shot.

SEC staff publishes C&DIs on tender offers and schedules

Nov 18, 2016

The staff in the SEC’s Division of Corporation Finance has updated its compliance and disclosure interpretations (C&DIs) related to tender offers and schedules in Regulation 14D and Regulation 14E.

For more in­for­ma­tion, see the tender offers and schedules C&DI page on the SEC’s Web site.

Highlights from the FASB’s November 16 meeting

Nov 18, 2016

At its November 16, 2016, meeting, the FASB discussed its projects on (1) technical corrections and improvements and (2) disclosure framework — inventory. In addition, the FASB held an agenda prioritization session.

Technical corrections and improvements — ASU 2016-14

The FASB affirmed its October 2016 proposal to remove a wording error in ASU 2016-14, Presentation of Financial Statements of Not-for-Profit Entities, related to endowment reporting.

For more in­for­ma­tion, see the meeting minutes on the FASB’s Web site.

Disclosure framework — inventory

The FASB tentatively decided that entities that apply the retail inventory method would be required “to qualitatively and quantitatively disclose the critical assumptions used in their calculation of the cost of inventory” under this method.

For more in­for­ma­tion, see the meeting minutes on the FASB’s Web site.

Agenda prioritization

The FASB tentatively decided:

  • To add a project clarifying “when transactions between partners in a collaborative arrangement . . . should be accounted for as revenue transactions.”
  • To ask the EITF to set up a working group to help the Board assess the scope of a potential project on accounting for implementation fees in cloud computing arrangements.
  • Not to add a project on foreign currency.

For more in­for­ma­tion, see the meeting minutes on the FASB’s Web site.

FASB proposes guidance on modification accounting for share-based payment awards

Nov 17, 2016

The FASB has issued a proposed ASU, “Scope of Modification Accounting.”

The pro­posed ASU would “provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718.”

Com­ments on the pro­posed ASU are due by January 6, 2017. For more in­for­ma­tion, see Deloitte's related Heads Up newsletter as well as the pro­posed ASU on the FASB’s Web site.

FASB issues ASU on restricted cash

Nov 17, 2016

The FASB has issued ASU 2016-18, “Restricted Cash,” in response to the EITF’s consensus on Issue 16-A.

The ASU requires entities to include in their cash and cash-equivalent balances in the statement of cash flows those amounts that are deemed to be restricted cash and restricted cash equivalents. The ASU does not define the terms “restricted cash” and “restricted cash equivalents.”

The ASU will become effective for public business entities on December 15, 2017. For more information, see Deloitte’s Heads Up newsletter and September 2016 EITF Snapshot as well as the final ASU on the FASB’s Web site.

SEC staff publishes C&DIs on Securities Act rules

Nov 17, 2016

The staff in the SEC’s Division of Corporation Finance has updated its compliance and disclosure interpretations (C&DIs) related to Regulations A and D of the Securities Act rules.

The C&DIs address the following questions:

  • Whether “an issuer that seeks to qualify an additional class of securities by post-qualification amendment to a previously qualified offering statement” is required to disclose “only the additional class of securities for which qualification is being sought” (Question 182.12).
  • How issuers “calculate whether the change in price in an offering exceeds 20% of the maximum aggregate offering price” (Question 182.13).
  • Whether “an issuer seeking to rely on Regulation A [may] omit financial information for historical periods if it reasonably believes that those financial statements will not be required at the time of the qualification of the Form 1-A” (Question 182.14).
  • Whether “the factors listed in the Note to Rule 502(a) [are] the sole means by which the issuer determines whether all of the offers and sales constitute a single offering.” (Question 256.34).

For more in­for­ma­tion, see the Securities Act rules C&DI page on the SEC’s Web site.

FAF trustees revamp committees

Nov 16, 2016

The FAF board of trustees has reorganized the structure of its committees to improve its effectiveness and efficiency.

As of January 1, 2017, the FAF trustee committees will consist of the following:

  • Appointments.
  • Audit and finance.
  • Human resources.
  • Standard-setting process oversight.
  • Executive.

For more information, see the press release on the FAF’s Web site.

FAF completes post-implementation review of GASB’s guidance on fund balance reporting

Nov 16, 2016

The FAF has released a post-implementation review (PIR) report on GASB Statement No. 54, “Fund Balance Reporting and Governmental Fund Type Definition.”

The PIR report con­cluded that State­ment 54 has achieved its ob­jec­tives. Spe­cific find­ings noted by the PIR team in­cluded the fol­low­ing:

  • “Statement 54 resolved the primary issues underlying its stated need.”
  • “Statement 54 provides users of financial statements with decision-useful information.”
  • “Statement 54 is operational because it is understandable, can be applied as intended, and enables fund balance and governmental fund type information to be reported reliably.”
  • “The changes made to financial and operating practices as a result of Statement 54 were not significant or unexpected.”
  • “There were no significant unanticipated consequences as a result of the adoption of Statement 54.”
  • “Overall, implementation and continuing application costs associated with Statement 54 were not significant and were consistent with the GASB’s expectations.”
  • “Overall, Statement 54 achieved its expected benefits.”

For more in­for­ma­tion, see the press release and PIR report on the FAF’s Web site as well as the GASB’s re­sponse letter to the FAF on the GASB’s Web site.

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