Guidance

Conflict Minerals Guidance

On April 29th, the Division of Corporation Finance issued guidance concerning its expectations with respect to the SEC’s conflict minerals disclosure requirements. As previously required, firms are expected to file their first Form SDs by June 2, 2014. However, in light of the April 14, 2014 opinion by the U.S. Court of Appeals for the D.C. Circuit, issuers will not need to issue statements assessing the “conflict-free” status (or lack thereof) of their materials. Guidance.


Other Developments

Puzzled by a Lack of Questions

On May 1st, CFO Journal reported SEC Deputy Chief Accountant Daniel Murdock is puzzled, and a little concerned, by the decline in questions his office is receiving from issuers. Questions.

Fee Disclosures

On April 30th, Reuters reported the SEC is investigating the adequacy of the fee disclosures made by private equity investment advisors. Private Disclosures.

Chair White Testifies before House Committee

On April 29th, SEC Chair Mary Jo White testified before the House Financial Services Committee. After summarizing the agency’s recent accomplishments, White discussed its future focus including her expectation for more settlements in which respondents are required to admit responsibility. She also noted that the Enforcement Division will be expanding and strengthening its efforts to identify securities law violations relating to the preparation of financial statements, issuer reporting and disclosure, and audit failures. White Testimony.

Commissioners Issue Statements on WKSI Waivers

On April 29th, SEC Commissioner Daniel Gallagher issued a statement concerning the Division of Corporation Finance’s April 24, 2014 “Revised Statement on Well-Known Seasoned Issuer Waivers,” which presents a framework for assessing the merits of well-known seasoned issuer (“WKSI”) waiver applications. Gallagher contends that disqualification is justified (and waivers should be denied), when the issuer’s financial reporting cannot be trusted. “It is only then that investors would benefit more from forcing the issuer to jump through additional hoops of Commission review than they would be harmed from the issuer’s loss of WKSI status. Refusing to grant a waiver is not a step that we should take lightly.”

Interviews with Regulators

On April 29th, Think Advisor summarized its interview with Andrew Ceresney, who leads the SEC’s Enforcement Division. Ceresney Summary. The previous day, Think Advisor recounted its interview with SEC Chair Mary Jo White. White Summary.