We have updated our website’s SEC Desk with the 2021 SEC Filing Reference Guide, which is ready to access and download. This update summarizes the U.S. Securities and Exchange Commission’s 2021 calendar year filing deadlines. While there are no significant changes to the due dates for the new filing year, several of the dates fall
The Securities and Exchange Commission (“SEC”) recently issued Final Rulemaking Release No. 33-10825, “Modernization of Regulation S-K Items 101, 103, and 105,” which amends Regulation S-K disclosure Items:
- 101, “Description of Business,
- 103, “Legal Proceedings,” and
- 105, “Risk Factors.”
These amendments, which are part of the SEC’s broader Disclosure Effectiveness Initiative, reflect changes that have occurred in the capital markets and the availability of information and aim to improve the information content of those items and to simplify compliance for registrants.
The main amendments to Regulation S-K from Release No. 33-10825 are as follows:
The Securities and Exchange Commission (SEC) announced on June 29, 2020 that the EDGAR system was upgraded to Release 20.2 and no longer supports the following taxonomies:
- 2018 US GAAP Financial Reporting Taxonomy,
- 2018 SEC Reporting Taxonomy,
- 2012 and 2013 Investment Schedule (INVEST),
- 2016 Countries (COUNTRY), 2017 Currencies (Currency), and
- 2018 Exchanges (EXCH).
Jen: This is the PKF Texas Entrepreneur’s Playbook. I’m Jen Lemanski and I’m back again with Ryan Istre, one of our audit directors and one of the faces of the PKF Texas SEC team. Ryan welcome back to the Playbook.
Ryan: Good to be here Jen.
Jen: So, audit independence issues are always a hot topic. What are you hearing from the SEC and PCAOB?
Ryan: So, you’re right, audit independence issues are always a hot topic and every auditor always has it on their mind 100% of the time while working with their audit clients. While the vast majority of firms have processes and controls in place to get it right, to make sure they are independent with respect to their audit clients, every once in a while, little nuances slip by.…
Continue Reading Maintaining Independence: Navigating SEC and PCAOB Guidance
Jen: This is the PKF Texas Entrepreneur’s Playbook, I’m Jen Lemanski and I’m here with Ryan Istre, an audit director and one of the faces of our PKF Texas SEC team. Ryan, welcome back to the Playbook.
Ryan: Thanks for having me Jen.
Jen: So, I’ve heard you guys on the audit side talk a little bit about CAMs, what are they and how do they affect public companies?
Ryan: So, a CAM is defined as a Critical Audit Matter. The PCAOB issued an amendment to AS 3101 which is the literature that governs what an auditor is required to include in an audit opinion of public companies. So the amendment actually adjusted what will be now seen in public company audit opinions.…
Continue Reading How Critical Audit Matters (CAMs) Affect SEC Companies
Jen: This is the PKF Texas Entrepreneur’s Playbook. I’m Jen Lemanski, and I’m here with Chip Schweiger, one of our audit Directors and one of the faces of the PKF Texas SEC team. Chip, welcome to the playbook.
Chip: Thanks, Jen. Good to be here.
Jen: So, I know this is the time of year where public companies are getting ready to file their financial statements, their disclosures… What do they need to look at with their Form 10-Ks when they’re getting ready to prepare those?
Chip: Yeah. So, Jen, last year we put out an analysis: comment letter trends from the SEC based on the last three years of comments. We saw some things on there that you would expect: the use of non-GAAP financial measures, comments on the management’s discussion and analysis and comments on fair value measurements, but there are also some new items on the list.
Jen: What kind of new items?
As part of their Disclosure Effectiveness Initiative, the Securities and Exchange Commission (SEC) recently proposed interpretive guidance to eliminate some disclosures in Regulation S-K and to amend other requirements to better focus on material information in Item 303, “Management’s Discussion and Analysis.”
More specifically, the SEC’s proposal would eliminate duplicative disclosures and modernize “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” (known as MD&A) to benefit investors and to simplify compliance for issuers. The proposed amendments are part of a comprehensive evaluation of the SEC’s disclosure requirements intended to improve the SEC’s overall disclosure regime. Specifically, the proposed amendments would eliminate Item 301 of Regulation S-K, “Selected Financial Data,” and Item 302 of Regulation S-K, “Supplementary Financial Information,” as the information is largely duplicative of other requirements.
In response to the transparency issues around proxy advisory firms, the Securities and Exchange Commission (“SEC”) recently proposed new rules for proxy advisory firms. A proxy advisory firm helps institutional investors vote their shares at shareholder meetings. Because institutional investors have a wide variety of holdings, the specific risks and issues they must assess vary. The services proxy advisory firms provide include agenda assessment, research and recommendations on how to vote on shareholder proposals at publicly traded companies, and other offerings.
While more information can be a good thing, critics believe the additional information proxy advisory firms provide isn’t always conveyed with the best interests of Main Street investors in mind. So, if finalized, the SEC’s new rules would require proxy advisory firms to disclose more about their process and potential conflicts of interest and give companies the opportunity to make revisions before making final recommendations to clients. Specifically, the SEC’s proposals would revise the existing proxy advisory rules in three significant ways:
Jen: This is the PKF Texas Entrepreneur’s Playbook. I’m Jen Lemanski, and I’m back again with Marty Lindle, one of our audit directors and one of the faces of our PKF Texas broker-dealer team. Marty, welcome back to the playbook.
Marty: Nice to be here.
Jen: So, where we left off last time…
Jen: This is the PKF Texas Entrepreneur’s Playbook. I’m Jen Lemanski, and I’m back again with Nicole Riley, an audit senior manager and one of the faces of the PKF Texas Broker-Dealer team. Nicole, welcome back to the Playbook.
Nicole: Great to be back.
Jen: So, the last time you were here we discussed FINRA and the SEC in relation to broker-dealers. Are there common issues that FINRA tends to find when they’re looking at broker-dealers?
Nicole: One of the more common things that we continue to see coming out of these audits that they’re doing, even though the rules have been around since 2003, are issues with expense sharing agreements.