Securities and Exchange Commission

Deemed as a riveting presentation from a CFO and SEC registrant attendee, PKF Texas hosted its last Zoom webinar of the year with the SEC niche team, “What’s Next for 2021: Accounting and SEC Reporting Updates,” on December 3, 2020. Audit Director, Chip Schweiger, CPA, CGMA, moderated a panel consisting of speakers:

  • Valerie Frey, CPA,

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.”

photo angled towards the sky with four buildings converging to the center; image used for blog post for SEC Desk about amendments to Regulation S-K

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:


Continue Reading Amendments to Regulation S-K Help Simplify Disclosure Compliance

Over the summer, the Securities and Exchange Commission (SEC) voted to adopt amendments to the rules governing proxy solicitations. These amendments are designed to ensure that clients of proxy voting advice businesses have reasonable and timely access to more transparent, accurate and complete information on which to make voting decisions. The amendments will also provide those who use proxy voting advice the ability to make informed voting decisions without imposing undue costs or delays that would adversely affect the timely provision of the proxy voting advice.

empty black office chairs sitting around a table; image used for blog post about SEC rule amendments making proxy voting advice more transparent

These amendments also serve to codify the SEC’s longstanding view that proxy voting advice generally constitutes a solicitation under the proxy rules. As such, it was important to make clear that the failure to disclose material information about proxy voting advice may constitute a potential violation of the anti-fraud provision of the proxy rules.


Continue Reading SEC Rule Amendments Make Proxy Voting Advice More Transparent

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.”

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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.


Continue Reading SEC Proposes Disclosure Changes to Regulation S-K

On January 30, 2020, Chairman of the Securities and Exchange Commission (SEC), Jay Clayton, released a public statement, “Proposed Amendments to Modernize and Enhance Financial Disclosures; Other Ongoing Disclosure Modernization Initiatives; Impact of the Coronavirus; Environmental and Climate-Related Disclosure.”

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Clayton’s statement discusses these four topics:


Continue Reading Public Statement from SEC Chairman: Amendments, Initiatives, more