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SEC issues staff legal bulletin on shareholder proposals

Oct 17, 2019

The SEC’s Division of Corporation Finance has issued Staff Legal Bulletin (SLB) 14K, “Shareholder Proposals,” which provides its views on shareholder proposals under Rule 14a-8 of the Securities Exchange Act of 1934.

Specific topics addressed in the SLB include:

  • The “analytical framework of Rule 14a-8(i)(7).”
  • Analyses by the board of directors that are “provided in no-action requests to demonstrate that the policy issue raised by the proposal is not significant to the company.”
  • Excluding a proposal under Rule 14a-8(i)(7) on the basis of “the scope and application of micromanagement.”
  • Letters on proof of ownership.

For more in­for­ma­tion, see SLB 14K on the SEC’s Web site.

SEC appoints new PCAOB board member

Oct 14, 2019

The SEC has appointed Rebekah Goshorn Jurata as a PCAOB board member for a term ending on October 24, 2024.

In addition, SEC Chairman Jay Clayton announced that Commissioner Hester Peirce will lead the SEC’s coordination efforts with the PCAOB.

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

SEC and other organizations simplify requirements related to the Volcker Rule

Oct 09, 2019

The SEC and several other government agencies — including the Federal Reserve Board, CFTC, FDIC, and OCC — have jointly finalized revisions to compliance requirements related to the Volcker Rule.

The revisions would lessen the compliance requirements for firms that do not have significant trading activities, while “firms with significant trading activity will have more stringent compliance requirements.” In addition, the revisions “continue to prohibit proprietary trading, while providing greater clarity and certainty for activities allowed under the law.”

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

FASB staff proposes improvements to U.S. GAAP Financial Reporting Taxonomy

Oct 04, 2019

The FASB staff has proposed technical and other conforming improvements to the 2020 U.S. GAAP Financial Reporting Taxonomy.

The pro­posed improvements include the following:

  • “New elements to accommodate lease, revenue and banking regulation disclosures.”
  • “Deprecations for guidance that has been superseded.”
  • “Modified standard and documentation labels for maturity schedule elements and banking regulations.”
  • “Modified references related to elements for long-duration insurance.”

Com­ments on the pro­posed U.S. GAAP tax­on­omy im­prove­ments are due by No­vem­ber 2, 2019. For more in­for­ma­tion, see the release notes on the FASB’s Web site.

Highlights of the September 2019 FASAC meeting

Oct 03, 2019

At its September 24, 2019, meeting, the FASB’s Financial Accounting Standards Advisory Council (FASAC) discussed (1) disaggregation of performance information in financial performance reporting, (2) reference rate reform: facilitation of the effects of the Interbank Offered Rate transition on financial reporting, and (3) cost-benefit considerations related to implementation of the FASB’s revenue recognition standard.

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

SEC proposes changes to NMS plan fee amendments

Oct 02, 2019

The SEC has issued a proposed rule, “Rescission of Effective-Upon-Filing Procedure for NMS Plan Fee Amendments.”

The pro­posed rule would “rescind a provision that allows a proposed amendment to a national market system [NMS] plan . . . to become effective upon filing if the proposed amendment establishes or changes a fee or other charge.” Because of the rescission of this provision, a proposed amendment to an NMS plan “instead would be subject to the procedures set forth in Rule 608(b)(1) and (2) that require the Commission to publish the proposed amendment, provide an opportunity for public comment, and preclude a proposed amendment from becoming effective unless approved by the Commission.”

Com­ments on the pro­posed rule are due 60 days after the date of its pub­li­ca­tion in the Federal Reg­is­ter. For more in­for­ma­tion, see the press release on the SEC’s Web site.

FASAB issues omnibus amendments

Sep 30, 2019

The Federal Accounting Standards Advisory Board (FASAB) has issued Statement of Federal Financial Accounting Standards (SFFAS) No. 57, “Omnibus Amendments 2019.”

The Statement will:

  • Eliminate “the required supplementary stewardship information . . . category by rescinding [SFFAS] 8, Supplementary Stewardship Reporting.”
  • Update “references to leases in SFFAS 5, Accounting for Liabilities of the Federal Government, SFFAS 6, Accounting for Property, Plant, and Equipment, and SFFAS 49, Public-Private Partnerships: Disclosure Requirements.”
  • Make “a minor change to SFFAS 6.”

For more information, see the Statement on the FASAB’s Web site.

SEC updates EDGAR filer manual and technical specifications

Sep 30, 2019

The SEC has implemented Release 19.3 of its Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system filer manual.

The release updates volumes I and II and tech­ni­cal spec­i­fi­ca­tions for EDGARLink Online, Form ATS-N, Form TA, Reg A, and SBS Entity Forms of the EDGAR Filer Manual.

For more in­for­ma­tion, see the final rule on the SEC's Web site.

SEC realigns disclosure program

Sep 30, 2019

The SEC’s Division of Corporation Finance (the “Division”) has realigned its disclosure program to “promote collaboration, transparency and efficiency.”

To help achieve these objectives, the Division is creating four new groups tasked with (1) disclosure review, (2) specialized policy and disclosure, (3) risk and strategy, and (4) assessment and continuous improvement. In addition, the number of Division review offices has decreased from 11 to 7. Companies will continue to be assigned to a review office on the basis of their “principal industry focus.”

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

GASB proposes guidance on the replacement of IBOR

Sep 26, 2019

The GASB has issued an exposure draft (ED), “Replacement of Interbank Offered Rates,” to address “the accounting and financial reporting effects that result from the replacement of IBORs with other reference rates in order to preserve the relevance, reliability, consistency, and comparability of reported information.”

Com­ments on the ED are due by November 27, 2019. For more in­for­ma­tion, see the press release and ED on the GASB’s Web site.

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