Tuesday, July 9, 2019
Sec Snapshots - Second Quarter 2019
Maynard Cooper’s Public Company Advisory Practice Group counsels public companies, as well as companies aiming to become public, on the full range of matters shaping their operation in the public markets. As a service to our clients, we are launching this quarterly publication of important news items affecting public companies.
This quarter’s top trending items include:
- The SEC proposes to amend the definitions of “accelerated filer” and “large accelerated filer” to exclude smaller reporting companies with less than $100M in revenue. See SEC release.
- The SEC issues proposal to simplify and reduce financial disclosures related to acquisition and disposals of businesses. See SEC release and our commentary on the release.
- The Senate confirmed the appointment of Allison Lee as SEC Commissioner, to fill the seat vacated by Kara Stein.
- PCAOB issues additional guidance on reporting “critical audit matters” (“CAMs”). Many issuers will be required to include CAMs in their audit report in their 2019 Form 10-K. The PCAOB provides guidance for auditors in advance of the effective date, which may help issuers anticipate the new disclosure. See PCAOB guidance and also this presentation on CAMs from our recent client Breakfast Briefing.
- The SEC recently updated the format of the cover page of Form 10-Q. See the updated form.
- The Center for Audit Quality recently issued a new “ Auditor Assessment Tool ” to assist audit committees.
- The Division of Corporation Finance issued guidance on the implementation of the new SEC rules permitting registrants to file redacted material contracts without applying for confidential treatment.
- The Division also provided streamlined procedures for extensions of existing confidential treatment orders
- Issuers continue to be concerned about increased interventions from “activist” shareholders. At our recent client Breakfast Briefing, we provided some commentary on this important trend and strategies issuers should consider. See our presentation.
- The SEC issued an updated Edgar Filer Manual.
- The SEC issues concept release and request for comment on harmonizing the private securities offering exemptions. See SEC release.
- The SEC adopted amendments to the auditor independence rules relating to lending relationships with certain shareholders of an audit client. See SEC release.
For additional information about the proposed rulemaking, or to discuss any questions that you may have, please contact a member of Maynard Cooper’s Public Company Advisory team.
This client alert is for informational purposes only and should not be construed as legal advice. The information in this client alert is not intended to create and will not constitute a lawyer-client relationship.