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.

closeup shot of three men sitting at a wooden table by a glass window; image used for a blog post about the Securities Exchange Commission proposed rules for proxy advisory firms and shareholder voting

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:


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Jen: This is the PKF Texas Entrepreneur’s Playbook. I’m Jen Lemanski, and I am back once again with Marty Lindle, one of our audit directors and one of the faces of PKF Texas’ Broker-Dealer team. Marty, welcome back to the Playbook.

Marty: It’s nice to be here.

Jen: So, we’ve talked a little bit about what’s in the eighth annual report. Now, is there anything new coming up on the horizon that’s not in there already?

Marty: Well, the SEC and Congress still haven’t issued the final rules for an inspection program, so we’re still in the interim program.


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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.


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Jen: This is the PKF Texas Entrepreneur’s Playbook. I’m Jen Lemanski, and I’m back once again with Nicole Riley, one of our audit senior managers and one of the faces of PKF Texas’ broker-dealer team. Nicole, welcome back to the Playbook.

Nicole: Great to be here.

Jen: So, broker-dealer, what is that?

Nicole: So, a broker-dealer is a highly regulated company that traditionally buys and sells securities. That’s really where the name comes from is because they can be selling and buying for a customer where they’re the agent or the broker, or they could be buying and selling for their own accounts where they’re the principal in the transaction or a dealer, hence, broker-dealer.

But really the modern broker-dealer is doing more than just buying and selling securities, they publish investment research, they are helping companies raise capital, they’re helping clients find investments and place their money and they’re also providing investment advice.

Jen: Okay, so you mentioned highly regulated – what does that actually look like?


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In response to the American Institute of Certified Public Accountants Private Companies Practice Section’s Technical Issues Committee (TIC) request letter from May 13, 2019, the Financial Accounting Standards Board (FASB) has voted to delay effective dates for three major standards for private companies and certain other entities. These standards include accounting for leases, credit losses (known as CECL) and hedging activities.

through a window, several black rolling chairs sit around a wooden table, a meeting room, maybe for FASB voting on delaying major standards

Currently, an Accounting Standards Update (ASU) is being drafted, which will change the effective dates. This will be issued after a formal written ballot by the board, expected to occur in November. FASB members shared that one of the advantages of the delay is to “allow preparers with limited resources to learn from the implementation performed by large public companies that possess more staffing and resources.”


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According to a Sept. 26, 2019 press release, the Securities and Exchange Commission recently voted to adopt a new rule, which allows all issuers to engage in “test the waters” communications with potential investors. According to the SEC, the rule was adopted in order to encourage more issuers to enter public equity markets.

close up photo of a man in a blue suit, holding a pen to a paper, perhaps a document for a new rule from the Securities Exchange Commission (SEC)

The communications made under the rule are allowable as long as they are not intended to evade the requirements of Section 5 of the Securities Act, and issuers will still be required to ensure that their filings are compliant with the new rule.


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The SEC issued two final rules affecting broker-dealers and investment advisors in an open public meeting on June 5, 2019, which are effective September 10, 2019.

These new rules are designed to increase investor protections and require broker-dealers to adhere to a new standard of conduct, which goes beyond the basic suitability standards currently in place. Although this is still not equivalent to the fiduciary standard required by investment advisors, this new rule will result in big changes with broker-dealers and how they manage and avoid conflicts of interest.
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Earlier this summer, the SEC proposed amendments to improve disclosures relating to acquisitions and dispositions of businesses under:

  • Rule 3-05,
  • Rule 3-14 and
  • Article 11 of Regulation S-X.

The proposed rule change impacts small businesses and their investors.

For investors, the amendments could improve the financial information about acquired and disposed businesses to facilitate more