December 14, 2017

More on “Beware of ‘Virus-Infected’ Emails Purportedly From the SEC!!!”

Back in March, I blogged about a phishing scam where fraudsters sent emails claiming to be from EDGAR/SEC that had an attachment for revised 10-K filing instructions. At that time, the SEC posted a notice about the scam.

Now there is a new phishing scam – being sent from “” – about changes to Edgar filings. The SEC has posted a notice about this scam too. As the notice states, if the SEC makes changes in how filings are made on Edgar – the agency will make the announcement on its website. It won’t be sending emails to companies.

Speaking of Edgar, I’m disappointed that the SEC still hasn’t addressed what happened a few months ago when Edgar was experiencing issues that delayed offerings. The SEC Chair gave a speech about transparency right when that all went down. A functional Edgar is too important to keep us in the dark…

Escheatment: Kelmar Causes Surge in Exams

Here’s the intro from this blog by Keane:

Kelmar Associates has been retained as the third-party auditor initiating a recent surge in multi-state examinations that has taken place in recent weeks. These unclaimed property audits of public corporations are specific in scope to securities or equity-related property. During this period of increased audit activity, audit notices on behalf of multiple states – more than 15 in some instances – were sent directly to an individual at the issuer/holder or to representatives at the relevant commercial stock transfer agent.

In either scenario, it is important to note that for the purposes of unclaimed property liability the states typically consider the individual business as the entity with the ultimate responsibility for compliance. Notwithstanding contractual provisions to the contrary, the issuer, not the transfer agent, will be susceptible to fines, penalties, and interest imposed by the states for any out of compliance property.

Restatements Hit Six-Year Low

Recently on our “Mentor Blog,” Baker McKenzie’s Dan Goelzer noted the low number of restatements in 2016 – and commented that Sarbanes-Oxley could be the reason. Here’s the intro from this WSJ article on the same topic (also see this blog by Kevin LaCroix):

The share of U.S. companies restating their results hit a six-year low in 2016, a sign that finance chiefs have strengthened their oversight of financial reporting in recent years.

Just 671 public companies disclosed they would need to reissue or revise their financial filings last year, or 6.8% of the 9,831 companies, according to an annual study by Audit Analytics.

That’s the lowest number of restatements in fifteen years (when the requirement to report restatements on Form 8-K took effect). It’s also the lowest share since 2010, when 6.7% of companies disclosed they would need to restate financials. That year 847 out of 12,713 listed companies told investors a restatement was needed.

Broc Romanek