TheCorporateCounsel.net

With the elimination of the S-B Forms (and Regulation S-B) probable in the near future, Corp Fin has reorganized the operations group headed by Assistant Director John Reynolds so that it’s now the “Office of Beverages, Apparel and Health Care Services.” John’s group used to handle all the small business filings and was called the “Office of Emerging Growth Companies.” Going forward, small business filings (including SPACs) will be processed in the operations group based on the industry they are in – just like any other company.

Note that Gerry LaPorte’s Office of Small Business Policy continues to exist and serves as the advocate and policy-maker for smaller companies. Our organization chart – as well as Corp Fin’s chart – has been updated.

Corp Fin: Who to Contact with EDGAR, CTRs, FOIA, Etc. Queries

A few months ago, I blogged that Patti Dennis took over Herb Scholl’s old job as Chief of Corp Fin’s Office of Disclosure Support and that Herb’s old office was formerly known as the “Office of EDGAR and Information Analysis.” What I neglected to clarify is that Herb’s old office has been split into two as follows:

– Office of Disclosure Support, which is responsible for EDGAR posting/dissemination of comment letters, confidential treatment and FOIA requests

– Office of Information Technology, whose Chief is Cecile Peters and which answers general EDGAR questions about ’33 Act and ’34 Act filings the Division processes (so this is the office that handles many of the functions that Herb’s OFIS used to do)

We have updated our “Corp Fin Organization Chart,” which includes phone numbers.

SEC Staff Issues SAB 109 on Fair Value Accounting for Written Loan Commitments

Yesterday, Corp Fin and the Chief Accountant jointly issued Staff Accounting Bulletin No. 109, “Written Loan Commitments Recorded at Fair Value Through Earnings.” SAB 109 provides the Staff’s views on the accounting for written loan commitments recorded at fair value under GAAP – and the SAB revises and rescinds portions of SAB 105.

As noted in this press release, the SAB revised the Staff’s views on incorporating expected net future cash flows related to loan servicing activities in the fair value measurement of a written loan commitment. The SAB retains the Staff’s views on incorporating expected net future cash flows related to internally-developed intangible assets in the fair value measurement of a written loan commitment.

– Broc Romanek