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News

SEC document Image

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 (US Securities and Exchange Commission) Image

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 document Image

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.

SEC document Image

SEC issues final rule on solicitations of interest before a registered public offering

Sep 26, 2019

The SEC has issued a final rule, “Solicitations of Interest Prior to a Registered Public Offering.”

The final rule amends the Securities Act of 1933 to allow “issuers to engage in oral or written communications with certain potential investors, either prior to or following the filing of a registration statement, to determine whether such investors might have an interest in a contemplated registered securities offering.”

The final rule will become ef­fec­tive 60 days after the date of its pub­li­ca­tion in the Federal Reg­is­ter. For more in­for­ma­tion, see the press release and final rule on the SEC’s Web site.

SEC document Image

SEC proposes improvements to retail investor protections

Sep 26, 2019

The SEC has issued a proposed rule, “Publication or Submission of Quotations Without Specified Information.”

The pro­posal would amend the rule in the Securities and Exchange Act of 1934 that governs “the publication of quotations for securities in a quotation medium other than a national securities exchange, i.e., over-the-counter (‘OTC’) securities.” Specifically, the proposed amendments would:

  • “[P]rovide greater transparency to investors and other market participants by requiring that information about the issuer and the security be current and publicly available.”
  • “[L]imit certain existing exceptions to the Rule to provide greater protections to retail investors.”
  • “[R]educe regulatory burdens on broker-dealers quoting certain OTC securities that may be less susceptible to potential fraud and manipulation.”
  • “[S]treamline the Rule and remove obsolete provisions without undermining the important investor protections of the Rule.”

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 and pro­posed rule on the SEC’s Web site.

SEC document Image

SEC issues final rule on exchange-traded funds

Sep 26, 2019

The SEC has issued a final rule, “Exchange-Traded Funds.”

The final rule “will permit exchange-traded funds (‘ETFs’) that satisfy certain conditions to operate without the expense and delay of obtaining an exemptive order.” Further, the final rule rescinds certain exemptive relief for ETFs and amends the disclosure requirements in Form N-1A and Form N-8B-2.

The SEC has also issued an exemptive order that grants “an exemption from compliance with certain provisions of the Securities Exchange Act of 1934 (‘Exchange Act’) and the rules thereunder to broker-dealers and certain other persons engaging in certain transactions in securities of [ETFs] relying on rule 6c-11 under the Investment Company Act of 1940.”

The final rule will become ef­fec­tive 60 days after the date of its pub­li­ca­tion in the Federal Reg­is­ter. For more in­for­ma­tion, see the press release and final rule on the SEC’s Web site.

IASB document Image

IASB publishes amendments related to IBOR reform

Sep 26, 2019

The IASB has issued “Interest Rate Benchmark Reform — amendments to IFRS 9, IAS 39 and IFRS 7.”

The amendments “are designed to support the provision of useful financial information by companies during the period of uncertainty arising from the phasing out of interest-rate benchmarks such as interbank offered rates (IBORs).” Specifically, the amendments:

  • Modify specific hedge accounting re­quire­ments so that entities would apply those re­quire­ments if the interest rate benchmark on which the hedged cash flows and cash flows from the hedging in­stru­ment are based will not be altered because of interest rate benchmark reform.
  • Apply to all hedging re­la­tion­ships that are directly affected by the interest rate benchmark reform.
  • Require specific dis­clo­sures about the extent to which the entities’ hedging re­la­tion­ships are affected by the amend­ments.

The amend­ments are effective for annual periods beginning on or after January 1, 2020, and must be applied ret­ro­spec­tively. Early ap­pli­ca­tion is permitted.

For more information, see the press release on the IASB’s Web site as well as the IAS Plus project page.

SEC document Image

SEC issues guidance to establish recordkeeping and reporting requirements under Title VII of the Dodd-Frank Act

Sep 19, 2019

The SEC has issued a final rule, “Recordkeeping and Reporting Requirements for Security-Based Swap Dealers, Major Security-Based Swap Participants, and Broker-Dealers,” which includes new rules and rule amendments mandated by Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

The final rule requires security-based swap dealers, major security-based swap participants, and broker-dealers to “create and retain fundamental business records to document and track their operations, facilitating the Commission's ability to monitor compliance and reducing risk to the market.” Seven key topics are addressed:

  • Record-making requirements.
  • Record preservation requirements.
  • Periodic reporting and annual audit requirements.
  • Early warning notification.
  • Security counts.
  • Alternative compliance mechanisms.
  • Cross-border application.

The final rule will become effective 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.

FASB meeting Image

Highlights of the FASB’s September 18 meeting

Sep 19, 2019

At its September 18, 2019, meeting, the FASB discussed (1) agenda prioritization, (2) proposed improvements to its guidance on credit losses, and (3) interim reporting disclosure requirements.

Agenda prioritization

The Board made decisions about the following projects:

  • Accounting for modifications of equity-classified warrants — The Board decided to add this project to the EITF’s agenda.
  • Accounting by a joint venture for contributions of nonmonetary assets by the venturers — The Board decided to add this project to its technical agenda.
  • Acquired financial assets in a business combination that do not meet the definition of purchased financial assets with credit deterioration — The Board decided not to add this project to its agenda.
  • Recognition and measurement of interest income — The Board decided not to add this project to its agenda.

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

Proposed improvements to guidance on credit losses

The Board discussed feedback received on its June 2019 proposed ASU Codification Improvements to Topic 326, Financial Instruments — Credit Losses. The Board affirmed several decisions related to the project and directed its staff to draft a final ASU for a vote by written ballot.

For more information, see Deloitte's related journal entry as well as the meeting minutes on the FASB’s Web site.

Interim reporting disclosure requirements

The Board decided to incorporate a “high-level principle” related to interim disclosures into ASC 270, Interim Reporting. This principle is based on a passage that has been removed from SEC Regulation S-X, Rule 10-01, Interim Financial Statements. The Board directed its staff to reassess the interim reporting disclosure requirements by performing research and outreach.

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

PCC meeting Image

PCC holds September 2019 meeting

Sep 19, 2019

The Private Company Council (PCC) held a meeting with the FASB on September 11, 2019.

Topics discussed at the meeting included:

  • A potential practical expedient related to measuring the grant-date fair value of equity-classified share-based payment awards.
  • Implementation issues associated with private companies’ adoption of the FASB’s new leasing standard, ASU 2016-02.
  • Identifiable intangible assets and the subsequent accounting for goodwill.
  • Simplifying the balance sheet classification of debt.
  • Distinguishing liabilities from equity (including convertible debt).
  • Reference rate reform: facilitation of the effects of the interbank offered rate transition on financial reporting.
  • The FASB’s new effective-date philosophy.

The next PCC meeting is scheduled for December 16–17, 2019. For more information, see the meeting recap on the FASB’s Web site.

Correction list for hyphenation

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