Articles On This Page
“AI, Finance, Movies, and the Law” Prepared Remarks before the Yale Law School, Gary Gensler, Chairman - February, 2024
Remarks at Ohio State Law Journal Symposium 2024: ESG and Enforcement of the Federal Securities Laws
Review of the “Accredited Investor” Definition under the Dodd-Frank Act
AICPA & CIMA Conference on Current SEC and PCAOB Developments - 2023
Cybersecurity –SEC Staff Updates Interpretations for Material Cybersecurity Incidents Guidance
Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X: Income or Loss Applicable to Common Stock
September 09, 2023: Sample Letter to Companies Regarding Their XBRL Disclosures
Investment Companies –SEC Adopts Rule Enhancements for Investment Fund Names
Regulation S-K –SEC Staff Publishes New Edition of Interpretation
XBRL –SEC Staff Publishes Letter on XBRL Disclosures
EDGAR –SEC Proposes Improvements to EDGAR Filer Access and Account Management
SEC Staff Guidance –Corp Fin Updates Compliance and Disclosure Interpretations
Security-Based Swap Dealers –SEC Publishes Correction to Final Rule on Recordkeeping and Reporting Requirements
SEC CF Disclosure Guidance Topic: Topic No.7: Confidential Treatment Applications Submitted Pursuant to Rules 406 and 24b 2
Articles
“AI, Finance, Movies, and the Law” Prepared Remarks before the Yale Law School, Gary Gensler, Chairman - February, 2024
Summary - SEC Chair Gary Gensler recently discussed AI and Finance. Gensler indicates that AI “opens up tremendous opportunities for humanity. As machines take on pattern recognition, particularly when done at scale, this can create great efficiencies across the economy.”
Topics discussed the following topics:
- AI: opportunities and challenges;
- Macro: system-wide risk;
- Micro: deception, AI washing, hallucinations, and conflicts; and
- Conflicts.
For more information, click here.
© 2024 CCH Incorporated and/or its affiliates. All rights reserved. Used with permission.
Remarks at Ohio State Law Journal Symposium 2024: ESG and Enforcement of the Federal Securities Laws
Summary - Gurbir S. Grewal, SEC Director of Enforcement, recently discussed ESG and SEC enforcement efforts. Grewal indicates that the SEC “is not an environmental regulator. Its three-part mission is to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation. This work requires us to use all the tools at our disposal to stand up for the investing public. And a central theme in our efforts – and a recurring theme in many of my public remarks – has been restoring public trust in our institutions and financial markets, which has been on the decline."
For more information, click here.
© 2024 CCH Incorporated and/or its affiliates. All rights reserved. Used with permission.
Review of the “Accredited Investor” Definition under the Dodd-Frank Act
Summary -The SEC issued a staff report on the accredited investor definition. The Dodd-Frank Wall Street Reform and Consumer Protection Act directs the SEC to review the accredited investor definition as it relates to natural persons every four years to determine whether the definition should be modified or adjusted. The SEC staff previously reviewed the definition in 2015 and in 2019 (as part of the Concept Release on Harmonization of Securities Offering Exemptions). Staff from the SEC’s Divisions of Corporation Finance and Economic and Risk Analysis prepared the report in connection with this third review of the definition.
The report examines the current status of the accredited investor pool and concludes with a review of frequently suggested revisions to the accredited investor definition received from a variety of sources, including public commenters, the Investor Advisory Committee, and the Small Business Capital Formation Advisory Committee.
For more information, click here.
© 2024 CCH Incorporated and/or its affiliates. All rights reserved. Used with permission.
AICPA & CIMA Conference on Current SEC and PCAOB Developments - 2023
Summary - As discussed above, on December 4-6, 2023, representatives of the SEC, FASB, PCAOB, IASB, and AICPA spoke at the 2023 AICPA & CIMA Conference on Current SEC and PCAOB Developments. Topics discussed during the 2023 conference covered a number of important financial reporting and auditing issues. Principal themes of the conference included:
- Disclosure and assurance of climate change and economic, social, or governance (ESG) matters.
- Disclosures and reporting on crypto assets.
- Accounting and auditing during challenging economic times plagued by geopolitical issues, inflation, supply chain issues, and labor constraints.
- The importance of transparency and integrity of financial reporting, including investor protections and the role of the auditor in providing assurance and trust in the financial reports of entities.
- The importance of internal control over financial reporting (ICFR), including the designing and implementation of controls, and the important role of auditors have in testing the effectiveness of ICFR.
- PCAOB standard-setting, inspection, and enforcement.
- Accounting standard-setting.
For more information, click here.
© 2024 CCH Incorporated and/or its affiliates. All rights reserved. Used with permission.
Cybersecurity –SEC Staff Updates Interpretations for Material Cybersecurity Incidents Guidance
Summary - The staff in the SEC’s Division of Corporation Finance (Corp Fin) has updated its Compliance and Disclosure Interpretation (CDI), Exchange Act Form 8-K. Corp Fin has added new questions 104B.01-104B.04. These new questions provide guidance on material cybersecurity incidents.
For more information, click here.
© 2024 CCH Incorporated and/or its affiliates. All rights reserved. Used with permission.
Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X: Income or Loss Applicable to Common Stock
Summary - This ASU amends the FASB Accounting Standards Codification™ for SEC paragraphs pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X: Income or Loss Applicable to Common Stock.
The FASB Codification contains the authoritative standards that are applicable to both public entities and nonpublic entities. Content contained in the SEC sections of the Codification is provided for convenience only and relates only to SEC registrants.
For more information, click here.
© 2024 CCH Incorporated and/or its affiliates. All rights reserved. Used with permission.
September 09, 2023: Sample Letter to Companies Regarding Their XBRL Disclosures
Summary - The staff in the SEC’s Division of Corporation Finance (Corp Fin) has published a Sample Letter to Companies Regarding Their XBRL Disclosures. This illustrative letter contains sample comments that, depending on the particular facts and circumstances, and type of filing under review, Corp Fin may issue to certain companies. These sample comments do not constitute an exhaustive list of the issues that companies should consider as they prepare their XBRL and Inline XBRL disclosures.
For more information, click here.
© 2023 CCH Incorporated and/or its affiliates. All rights reserved. Used with permission.
Investment Companies –SEC Adopts Rule Enhancements for Investment Fund Names
Summary - The SEC adopted amendments to the Investment Company Act “Names Rule,” which addresses fund names that are likely to mislead investors about a fund’s investments and risks. The amendments modernize and enhance the Names Rule and other names-related regulatory requirements to further the Commission’s investor protection goals and to address developments in the fund industry in the approximately 20 years since the rule was adopted.
The SEC indicates that the Names Rule currently requires “registered investment companies whose names suggest a focus in a particular type of investment to adopt a policy to invest at least 80 percent of the value of their assets in those investments (an “80 percent investment policy”). The amendments to the Names Rule will enhance the rule’s protections by requiring more funds to adopt an 80 percent investment policy, including funds with names suggesting a focus in investments with particular characteristics, for example, terms such as “growth” or “value,” or certain terms that reference a thematic investment focus, such as the incorporation of one or more Environmental, Social, or Governance factors. The amendments will also include a new requirement that a fund review its portfolio assets’ treatment under its 80 percent investment policy at least quarterly and will include specific time frames – generally 90 days – for getting back into compliance if a fund departs from its 80 percent investment policy.”
The amendments will include enhanced prospectus disclosure requirements for terminology used in fund names, including a requirement that any terms used in the fund’s name that suggest an investment focus must be consistent with those terms’ plain English meaning or established industry use. The amendments will also include additional reporting and recordkeeping requirements for funds regarding compliance with the names-related regulatory requirements.
The amendments will become effective 60 days after publication in the Federal Register. Fund groups with net assets of $1 billion or more will have 24 months to comply with the amendments, and fund groups with net assets of less than $1 billion will have 30 months to comply.
For more information, click here.
© 2023 CCH Incorporated and/or its affiliates. All rights reserved. Used with permission.
Regulation S-K –SEC Staff Publishes New Edition of Interpretation
Summary - The staff in the SEC’s Division of Corporation Finance (Corp Fin) has updated its Compliance and Disclosure Interpretation, Regulation S-K. Corp Fin has revised question 118.08 and issued new questions 128D.14-128D.22. Corp Fin has updated this interpretation to provide additional guidance on the SEC’s pay-vs-performance rules.
For more information, click here.
© 2023 CCH Incorporated and/or its affiliates. All rights reserved. Used with permission.
XBRL –SEC Staff Publishes Letter on XBRL Disclosures
Summary - The staff in the SEC’s Division of Corporation Finance (Corp Fin) has published a Sample Letter to Companies Regarding Their XBRL Disclosures. This illustrative letter contains sample comments that, depending on the particular facts and circumstances, and type of filing under review, Corp Fin may issue to certain companies. These sample comments do not constitute an exhaustive list of the issues that companies should consider as they prepare their XBRL and Inline XBRL disclosures.
For more information, click here.
© 2023 CCH Incorporated and/or its affiliates. All rights reserved. Used with permission.
EDGAR –SEC Proposes Improvements to EDGAR Filer Access and Account Management
Summary - The SEC proposed rule and form amendments to improve filer access to and management of accounts on the SEC’s EDGAR system. According to the SEC, the proposed amendments would “require EDGAR filers to authorize identified individuals who would be responsible for managing filers’ EDGAR accounts. In addition, individuals acting on behalf of filers on EDGAR would need individual account credentials to access those EDGAR accounts and make filings. If the proposed amendments are later adopted, the SEC will make technical changes to EDGAR, including to make available to EDGAR filers certain Application Programming Interfaces (APIs) for machine-to-machine submissions on EDGAR and retrieval of related filing information.”
The SEC also announced that it will open to the public a beta software environment for filer testing and feedback, which will reflect the proposed rule and form amendments and the related technical changes, on September 18, 2023. Information about signing up for beta testing and extensive additional information about the proposal and related technical changes can be found on the EDGAR Next—Filer Access and Account Management page on the SEC’s website.
The public comment period will remain open until 60 days after the date of publication of the proposing release in the Federal Register.
For more information, click here.
© 2023 CCH Incorporated and/or its affiliates. All rights reserved. Used with permission.
SEC Staff Guidance –Corp Fin Updates Compliance and Disclosure Interpretations
Summary - The staff in the Division of Corporation Finance (Corp Fin) has updated the following Compliance and Disclosure Interpretations (C&DIs):
- Exchange Act Rules (new questions 120.29 -120.31);
- Exchange Act Section 16 and Related Rules and Forms (new question 135.04); and
- Regulation S-K (new questions 133A.01 -133A.02).
- Corp Fin has provided guidance on manipulative/deceptive devices and insider trading arrangements and policies.
For more information, click here.
© 2023 CCH Incorporated and/or its affiliates. All rights reserved. Used with permission.
Security-Based Swap Dealers –SEC Publishes Correction to Final Rule on Recordkeeping and Reporting Requirements
Summary - The SEC has published a correction to its previously adopted recordkeeping, reporting, and notification requirements applicable to security-based swap dealers and major security-based swap participants, securities count requirements applicable to certain security-based swap dealers, and additional recordkeeping requirements applicable to broker-dealers to account for their security-based swap and swap activities. This document corrects a technical inaccuracy in that release.
This correction is effective upon publication in the Federal Register.
For more information, click here.
© 2021 CCH Incorporated and/or its affiliates. All rights reserved. Used with permission.
SEC CF Disclosure Guidance Topic: Topic No.7: Confidential Treatment Applications Submitted Pursuant to Rules 406 and 24b 2
Summary - The staff in the SEC’s Division of Corporation Finance (Corp Fin) has updated its previously issued guidance in CF Disclosure Topic No. 7, Confidential Treatment Applications Submitted Pursuant to Rules 406 and 24b-2. This guidance addresses how and what to submit when filing an application objecting to public release of information otherwise required to be filed under the Securities Act and the Securities Exchange Act.
Corp Fin has updated this topic to provide guidance on options for when a confidential treatment order is about to expire. The guidance provides that companies that previously have obtained a confidential treatment order have three choices of what to do when the order is about to expire.
For more information, click here.
© 2021 CCH Incorporated and/or its affiliates. All rights reserved. Used with permission.