February 13, 2017

Financial Choice Act: The Wish List Gets Longer

Cooley’s Cydney Posner blogs about a number of reported changes relating to corporate governance & executive compensation that have been incorporated into the latest version of the “Financial Choice Act” – Rep. Jeb Hensarling’s bill to consign Dodd-Frank to the ash heap of history.  Changes to the bill include new provisions that would:

– Modernize shareholder proposal & resubmission thresholds for inflation

– Raise SOX 404(b) internal control audit threshold from $250 million to $500 million

– Prohibit SEC from promulgating a rule to require the use of “universal proxies”

– Modernize Section 12(g) registration requirements for smaller companies, including increasing the revenue/shareholder thresholds, indexing the revenue test for inflation and eliminating annual verification of accredited investor status

– Increase Rule 701 cap from $10 million to $20 million with an inflation adjustment trigger

– Expand provisions of Title I of the JOBS Act to apply more broadly by allowing all companies, not just emerging growth companies, to “test the waters” & file IPO registration statements with the SEC on a confidential basis

– Increase Reg A+ ceiling from $50 million to $75 million annually with an inflation adjustment trigger

So does any of this have a prayer of getting through the Senate without Republicans eliminating the filibuster?  Maybe. It’s been suggested that some aspects of the bill might be passed under “reconciliation,” which requires only a majority vote & can be used for legislation that changes spending, revenues or the debt limit.

By the way, kudos to Bass Berry’s Jay Knight who – in this blog – tracked down the memo from Jeb Hensarling that started all the speculation about “Financial Choice Act 2.0.”

FASB: 2016 in Review

This BDO report reviews FASB’s work in 2016 – which was a very busy year.  Here’s the intro:

During 2016 the Financial Accounting Standards Board (FASB) completed several major, long-term projects, and also issued guidance to resolve related practice issues. The FASB and the International Accounting Standards Board (IASB) focused on implementation issues related to the new revenue recognition standard, which resulted in several clarifying amendments during the year. Both boards also issued their respective lease standards, and the FASB finalized guidance on the classification, measurement and impairment of financial instruments.

In addition to reviewing last year’s guidance & previewing coming attractions, the report includes a helpful appendix showing the effective dates of recently issued accounting standards.

Transcript: “Conflict Minerals -Tackling Your Next Form SD”

We have posted the transcript for our recent webcast: “Conflict Minerals: Tackling Your Next Form SD.”

John Jenkins