Peeling away financial reporting issues one layer at a time

SEC Accounting and Financial Reporting

 

About Me and the SEC—I worked in the SEC as the Academic Fellow in the  Office of the Chief Accountant, principal advisor to the Commission on accounting matters.  For the past seven years, I have been the author of SEC Compliance: Financial Reporting and Forms, an online publication  kept current each month for Thomson Reuters.

Whether you have just become involved in the SEC reporting process or have been working in the field for years, it has always been critical for issuers, their advisors, and their auditors to have a firm grasp on the broad array of SEC financial reporting requirements. As business practices and organizations evolve, even the most experienced financial professionals should be looking for fresh approaches to ensure that their company’s disclosures are responsive to the most recent developments in the U.S. and global economies – as well as ongoing changes to reporting requirements.

My presentations are designed for corporate accountants, controllers, other financial reporting executives, audit committee members, corporate secretaries and attorneys, partners and staff of public accounting firms. Executives of companies that are considering a public offering will also find the topics extremely useful.

SUCCESSFULLY DEALING WITH THE SEC

  • Legislative history and overview of the key securities laws
  • Organization structure of the SEC
  • Oversight of the FASB and PCAOB
  • The Integrated Disclosure System
  • Who is subject to SEC registration?
  • Major forms used by issuers

PUBLIC OFFERINGS

  • Going public with an IPO prospectus
  • Backdoor listings
  • Exemptions from SEC registration: Crowdfunding, Regulation A, Regulation D

 OVERVIEW OF KEY SEC RULES/REGULATIONS

  • Regulations S-X and S-K: the key financial reporting regulations common to ’33 and ’34 Act filings
  • The proxy rules under the ’34 Act
  • Regulation C under the ’33 Act
  • The Commission’s rules of practice
  • Other rules and regulations of significance

PERIODIC REPORTING DETAILS

  • Form 10-K
  • The Proxy Statement
  • Form 10-Q
  • Form 8-K

MD&A: OVERVIEW AND APPLYING THE RULES

  • SEC’s interpretive guidance on improving your MD&A
  • Required forward looking information
  • Liquidity – capital resources
  • Results of operations
  • Material changes in line items
  • Disclosure about the application of critical accounting policies
  • Disclosure about off-balance sheet arrangements, contractual obligations and contingent liabilities and commitments
  • Interim period disclosures
  • Segment disclosures
  • Environmental liability
  • Restructurings
  • Changes in business environment
  • Offsetting trends
  • Other unusual items
  • Lessons from MD&A enforcement actions

AVOIDING INSIDER TRADING, SECTION 16 AND SELECTIVE DISCLOSURE LIABILITIES

  • Insider trading definitions: material non-public information, trading, tipping and misappropriation
  • Contrasting insider trading with Regulation FD and Section 16 reporting of trading by insiders
  • Issuers and insider trading
  • SEC rules which relate to insider trading
  • Material non-public information

LEGAL AND ACCOUNTING PERSPECTIVES ON ENFORCEMENT

  • Informal investigation process
  • Formal investigations
  • Determining who will be charged
  • Wells submissions
  • Administrative actions versus court proceedings and interaction with the Department of Justice
  • Accounting and auditing enforcement release series
  • Recent high-profile cases

RECENT SEC DEVELOPMENTS NOT COVERED ABOVE

Tom.Selling@GroveSite.com