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Monthly Archives: March 2017

March 3, 2017

John Huber: Life as a Corporate Lawyer

In this 48-minute podcast, John Huber – who became a Corp Fin Director at age 35! – discusses his long and enjoyable career, including:

– How did you become a lawyer?
– How did you wind up at the SEC?
– How did your role evolve when you were on the Staff?
– What was your philosophy as Director of Corp Fin?
– What was it like launching Edgar?
– How did integrated disclosure come into being?
– How did private practice evolve over your time at Latham?
– What are you doing now?
– Any final words of advice?

This podcast is also posted as part of my “Big Legal Minds” podcast series. Remember that these podcasts are also available on iTunes or Google Play (use the “My Podcasts” app on your iPhone and search for “Big Legal Minds”; you can subscribe to the feed so that any new podcast automatically downloads…

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Form AP: Even More PCAOB Staff Guidance

On the heels of last month’s updated Staff Guidance from the PCAOB about Form AP, the PCAOB issued even more guidance recently. As noted in this press release, the latest guidance – which supersedes the prior guidance – primarily deals with the treatment of professional staff in secondment arrangements…

SASB: Guidance & Restructuring

The SASB continues to pump out guidance, as I noted in this recent blog about “materiality.” And the SASB itself is changing to a two-tier governance structure that separates fiduciary duties from standards setting activities. Former SEC luminaries such as Mary Schapiro, Alan Beller and Elisse Walter are involved in the SASB – as well as former FASB Chair Bob Herz and Michael Bloomberg…

Transcript: “The Art of Working With Proxy Advisors”

We have posted the transcript for the recent CompensationStandards.com webcast: “The Art of Working With Proxy Advisors.”

Broc Romanek – still employed (but the day is young)…

March 2, 2017

Adopted: “Links to Exhibits” in SEC Filings

As noted in this press release, yesterday, the SEC adopted new rule & form amendments requiring that the exhibit index in registration statements & ’34 Act reports contain links to the exhibits that are listed – & that these filings be made in HTML. Here’s the 47-page adopting release.

These were adopted substantially as proposed with one exception – this Cooley blog lays out the exception:

Several commenters on the proposing release expressed concerns about correction of inaccurate or non-functioning exhibit hyperlinks. In response, the SEC added an instruction to Rule 105 of Reg S-T providing that, for a registration statement that is not effective, the registrant must correct the hyperlink by filing a pre-effective amendment. For an effective registration statement or an Exchange Act report, the registrant must correct the hyperlink in the next periodic report that requires, or includes, an exhibit pursuant to Item 601 (or in the case of a foreign private issuer, pursuant to Form 20-F or Form F-10). The SEC also provides comfort that an inaccurate exhibit hyperlink would not, by itself, render the filing materially deficient or affect a registrant’s eligibility to use short-form registration statements.

The effective date is delayed for most companies until September 1, 2017 – and for smaller reporting companies and non-accelerated filers that use the ASCII format, until September 1, 2018.

ISS Policies: 11 New/Updated FAQs

Recently, ISS posted 11 new & updated FAQs about its US proxy voting policies. There’s now a total of 88 FAQs. Some new & interesting ones about director attendance disclosures…

Proposed: Inline XBRL

As noted in this press release, yesterday, the SEC proposed the use of Inline XBRL format for the submission of financials for public companies & mutual fund risk/return summaries. The proposal would also eliminate the requirement for filers to post XBRL data on their websites. Here’s the 121-page proposing release.

See this Cooley blog – including this explanation of what is “Inline XBRL” (also see this video explanation from the SEC):

Currently, companies are required to provide the financial statements accompanying their periodic and current reports in “structured,” i.e., machine-readable, format using XBRL, but they provide this XBRL data as an exhibit to their filings. Inline XBRL allows data tagging to be embedded directly in the text of an HTML document, eliminating the need for separate exhibits in most cases.

“Request for Comment”: Industry Guide 3

As noted in this press release, yesterday, the SEC requested comments on changes to Guide 3 – the industry guide for bank holding companies. The proposal asks whether the information solicited is useful anymore – and whether there might be other types of disclosures that may be valuable. Here’s the 86-page “request for comment”

I grew up on Guide 3. My first tour in Corp Fin found me in one of the two banking branches. Then I went to a law firm whose clients mainly consisted of community banks…

FPIs: IFRS Taxonomy

Yesterday, the SEC posted this IFRS taxonomy for foreign private issuers.

Broc Romanek – still employed (but the day is young)…

March 1, 2017

Edgar is Down? (Crickets)

If I had a dollar for every time someone asks me whether Edgar is down, I would be able keep my grand old ’73 Chevy Caprice convertible (soon to be sold after many years of service). This has been at the top of my wish list for some time: that the SEC alert folks when Edgar is down (& when it’s back up). Yesterday, the SEC’s site was down for long stretches – and Edgar was down too (sometimes not in unison).

The SEC could solve this problem by giving its Edgar folks their own blog – and using its popular Twitter handle (which has 233k followers) to give us the news. If the SEC’s entire site is down, an Edgar blog doesn’t help. But Edgar often is down when the SEC’s site is up.

Edgar has outages more often than you would think (so this diatribe isn’t focused just on a day when most of the Internet was down). And I would argue that Edgar is one of the most important assets that the SEC has. If the entire SEC site is down – isn’t that worth a tweet? Today, the SEC has an unprecedented note on it’s home page about the site being down yesterday…

Tomorrow’s Webcast: “Hot Tabulation Issues for Your Annual Meeting”

Did the snafu at the Oscars pique your interest in this topic? Tune in tomorrow for the webcast – “Hot Tabulation Issues for Your Annual Meeting” – to hear independent inspector Carl Hagberg and Broadridge’s Chip Pasfield and Anthony LaPoma sort out the basics – and the hot developments – related to inspecting and tabulating votes at annual shareholder meetings.

Our March Eminders is Posted!

We have posted the March issue of our complimentary monthly email newsletter. Sign up today to receive it by simply inputting your email address!

Broc Romanek – still employed (but the day is young)…