SEC Adopts Final Rules on Exhibit Hyperlinks and HTML Formatting

The SEC recently adopted final rules requiring companies that file registration statements or reports subject to the exhibit requirements under Item 601 of Regulation S-K to include a hyperlink to each exhibit listed in the exhibit index of these filings.

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Attention SEC Filers: Changes to Many Cover Pages Now Effective

The SEC recently adopted technical amendments to conform several of its rules and forms (including Forms 10-K, 10-Q and 8-K) to certain provisions of the Jumpstart Our Business Startups (“JOBS”) Act of 2012.

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SEC and FTC Target Fraudulent Promotion of Stocks, Brands

The SEC recently announced enforcement actions against 27 individuals and entities allegedly involved in various stock promotion schemes in which public companies paid promoters to post bullish articles about the companies on the internet under the guise of impartiality without disclosing that the articles were, in reality, nothing more than paid advertisements.

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The New Revenue Recognition Standard: SEC, FASB and AICPA Urge Timely Implementation, Offer Guidance

The SEC, FASB and AICPA are all offering guidance for implementation of the FASB’s new revenue recognition standard, Revenue from Contracts with Customers (Topic 606), which will be effective for most public companies for annual reporting periods beginning after December 15, 2017, although early adoption is generally permissible.

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A Leading Investor Spells Out Sustainability Expectations for 2017

“Sustainability” is a popular buzzword, but what exactly does it mean to institutional investors in a position to cast proxy votes or make buy-sell decisions? A recent announcement of “engagement priorities for 2017-2018” by BlackRock, an asset manager with assets under management of $5.4 trillion, provides one example.

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Wells Fargo and Volkswagen Scandals Reveal Importance of Ethics Oversight by Board

Wells Fargo and Volkswagen scandals haunted this proxy season, highlighting the importance of ethics oversight at the board level.

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Disclosures Under FASB’S New “Going Concern” Standard Raise Eyebrows, Stock Prices Plummet

Retail giant Sears Holding Corporation made national headlines when it disclosed, in its Annual Report filed with the SEC after market close on March 21, 2017, that “Our historical operating results indicate substantial doubt exists related to the Company's ability to continue as a going concern.” By market close the next day, Sears’ stock price had dropped by over 12%.

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SEC Announces Two Significant Whistleblower Awards in One Week, Outside Whistleblowers in the News

On April 25, 2017, the SEC announced “an award of nearly $4 million to a whistleblower who tipped the agency with detailed and specific information about serious misconduct and provided additional assistance during the ensuing investigation, including industry-specific knowledge and expertise.”

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Attention Audit Committee Members – SEC Chief Accountant Has Advice for You

In a recent speech titled “Advancing the Role and Effectiveness of Audit Committees,” SEC Chief Accountant Wesley Bricker talked about several “ways to reinforce audit committee effectiveness for high quality financial reporting.” Among other topics, Mr. Bricker focused on the issues of audit committee workload and disclosure.

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The Ticker shares recent developments in SEC compliance, capital markets, corporate governance, executive compensation and other matters important to public companies and their officers and directors.  It is published by Fredrikson & Byron’s Public Companies Group