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This article examines rule amendments issued by the US Securities and Exchange Commission in November 2020, as part of the SEC’s ongoing “disclosure effectiveness initiative”, that revise in significant respects the requirements for financial disclosures presented in SEC filings as Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This article provides an in-depth analysis of the rule amendments in the context of contrasting perspectives expressed by the SEC, individual SEC Commissioners who dissented from adoption of the amendments, and market participants regarding the merits of the SEC’s movement away from prescriptive disclosure requirements towards a more principles-based approach to disclosure.

Although the SEC’s rules have long reflected a mix of principles-based and prescriptive disclosure elements, the principles-based emphasis in this latest stage of the SEC’s disclosure modernization project accords the managements of filing companies greater latitude to determine whether financial information is material to investors and how such information should be presented.

This article provides expert guidance on a major new SEC disclosure development from an experienced securities lawyer.

The Foreign Corrupt Practices Act (FCPA) of 1977 and its amendment – the Trade and Competitive Act of 1988 – are unique not only in the history of the accounting and auditing profession, but also in international law. The Acts raised awareness of the need for efficient and adequate internal control systems to prevent illegal acts such as the bribery of foreign officials, political parties and governments to secure or maintain contracts overseas. Its uniqueness is also due to the fact that the USA is the first country to pioneer such a legislation that impacted foreign trade, international law and codes of ethics. The research traces the history of the FCPA before and after its enactment, the role played by the various branches of the United States Government – Congress, Department of Justice, Securities Exchange commission (SEC), Central Intelligence Agency (CIA) and the Internal Revenue Service (IRS); the contributions made by professional associations such as the American Institute of Certified Public Accountants (AICFA), the Institute of Internal Auditors (IIA), the American Bar Association (ABA); and, finally, the role played by various international organizations such as the United Nations (UN), the Organization for Economic Cooperation and Development (OECD), the World Trade Organization (WTO) and the International Federation of Accountants (IFAC). A cultural, ethical and legalistic background will give a better understanding of the FCPA as wll as the rationale for its controversy.

This paper analyzes the impact of increased federal regulatory enforcement from the SEC's Municipalities Continuing Disclosure Cooperation (MCDC) initiative on municipal debt issuers continuing disclosure practices.

We analyze the changes in continuing disclosure practices by estimating a series of difference-in-differences regressions based on variables representing issuers' changes in regulatory risk after the MCDC. The continuing disclosure data are hand-collected for 827 cities over a seven-year period.

The empirical findings indicate that increased regulatory enforcement has a significant impact on continuing disclosure compliance. We find increased enforcement has no impact on issuers that already have a higher probability of being monitored by federal regulators. We also find that an increase in continuing disclosure compliance does not automatically increase continuing disclosure timeliness.

The MCDC lacks monetary penalties for noncompliant bond issuers and no direct regulatory consequences exist for untimely disclosure. Our findings suggest that regulatory enforcement should be followed by adequate sanctions to emphasize the credibility of the enforcement threat and the SEC should consider requiring bond issuers to commit to the timely disclosure of significant information in offering documents.

This paper extends prior studies by analyzing regulatory risk in the market, and the ability of regulation to reduce disclosure compliance deficiencies in the municipal market. By focusing on the MCDC, this study is able to disentangle the impact of regulatory enforcement from the changes in accounting regulation.

To analyze the SEC’s newly adopted Rule 498 A, the variable contract summary prospectus rule, and concurrently adopted prospectus disclosure requirements in order to propose to insurance companies issuing variable contracts a project implementation plan for companies seeking SEC approval for summary prospectuses compliant with the new rules.

Discusses the history, requirements, effects, and expected implementation timeline of the new rules, then offers a detailed project plan and timeline for compliance.

The Rule does not require insurers to use summary prospectuses, but there are several compelling reasons for doing so. The Rule allows insurers to use a new concise and brief selling document, and by so doing to begin generating very significant cost savings as soon as May 1, 2021. The article provides a detailed implementation plan for insurance companies that want to comply with the new prospectus disclosure requirements and implement policies and procedures to begin using summary prospectuses.

A coordinated project implementation plan like that outlined in the article might assist insurance companies to make the requisite statutory prospectus revisions and prepare and obtain SEC approval of summary prospectuses by May 1, 2021.

Analysis from experienced attorneys who frequently advise insurance companies issuing fixed and variable annuities, and assist clients in navigating the complex regulatory requirements governing insurance and securities products.

Multinational resource companies (MRCs) are under pressure to become responsible corporate citizens. In particular, stakeholders are demanding more information about the deals these companies negotiate with the host governments of resource-rich nations, and there is general agreement about the need for industry commitment to transparency and the benefits that a mandatory disclosure regime would bring. This paper examines the production of one attempt to regulate disclosures related to payments between MRCs and the governments of nations with resource wealth: Section 1504 of the Dodd–Frank Act.

Drawing on Boltanski and Thévenot's (2006) Sociology of Worth, the authors examine the comment letters of participants in this process with a view to revealing how stakeholder groups produce justifications to promote their positions vis-à-vis transparency to regulators.

The authors show how justifications were mobilised by various constituents in an effort to shape the definition of transparency and the regulatory architecture that governs disclosure practices. In this case, the collective recognition of desirability of transparency enabled the SEC to suture together the views of constituents to create a shared understanding of the role of the common good as it relates to transparency.

This paper explores an alternative approach to the consideration of comment letters advanced during the process of disclosure-related rule-making. The authors show how a sophisticated regulator may be able to draw together elements stemming from different constituents in a way that appeals to a shared sense of the “common good” in order to produce Final Rules.

To describe the modernization and simplification amendments of certain disclosure requirements of Regulation S-K and related rules and forms recently adopted by the US Securities and Exchange Commission (SEC).

This article provides an overview of the amendments, their effective dates and related practical considerations for companies.

The amendments cover many provisions within Regulation S-K and affect various forms that rely on the integrated disclosure requirements of Regulation S-K. The amendments are designed to enhance the readability and navigability of SEC filings, to discourage repetition and disclosure of immaterial information and to reduce the burdens on registrants, all while still providing material information to investors. The amendments contain several changes relating to confidential information contained in exhibits. For consistency, parallel amendments have been adopted to rules other than Regulation S-K, as well as to forms for registration statements and reports.

Most of the amendments are effective May 2, 2019. The amendments relating to the redaction of confidential information in certain exhibits became effective April 2, 2019. Given these dates, companies should review the rule changes implemented by the amendment now and consider how they will impact their disclosure in upcoming SEC filings.

Practical guidance from experienced lawyers in the Corporate & Securities practice.

This article examines the first action by the US Securities and Exchange Commission to enforce the “equal-or-greater-prominence” requirement of its rules governing the presentation by SEC-reporting companies, in their SEC filings and earnings releases, of financial measures not prepared in accordance with generally accepted accounting principles (GAAP).

This article provides an in-depth analysis of the equal-or-greater-prominence rule and the SEC’s enforcement posture in the context of the SEC’s concern that some companies present non-GAAP financial measures in a manner that inappropriately gives the non-GAAP measures greater authority than the comparable GAAP financial measures.

Although the appropriate use of non-GAAP financial measures can enhance investor understanding of a company’s business and operating results, investors could be misled about the company’s GAAP results by disclosures that unduly highlight non-GAAP measures. The SEC’s enforcement action signals a focus on the manner in which companies present non-GAAP financial measures as well as on how they calculate the measures.

This article provides expert guidance on a major SEC disclosure requirement from an experienced securities lawyer.

The main purpose in this article is to highlight civil society activism that resulted in the inception of environmental auditing in the United States in the 1970s. The General Motors (GM) campaign which is discussed in this article led towards major institutional changes for the implementation of corporate social responsibility (environmental) reporting originally referred to as social (environmental) auditing. The Securities and Exchange Commission’s (SEC) role and actions are analysed in detail in order to highlight the direction of this Federal Agency in relation to the implementation of social (environmental) auditing.

A detailed analysis of literature from the early 1970s is undertaken in order to identify the inception of environmental auditing and the types of environmental auditing as social auditing in its early stages. The case of the GM campaign is analysed in order to highlight the forms of historical institutionalism relevant to the critical stage of exogenous influences on companies to undertake social (environmental) auditing.

It is found that in the early 1970s companies resisted the incorporation of corporate social responsibility initiatives and actions as part of their agendas. Environmental Auditing as a type of social auditing at that time referred to corporate social responsibility disclosures that included environmental disclosures. Due to public pressure and civil society activism companies had to adopt and undertake social (environmental) auditing. The initial stages of environmental disclosures included reporting on environmental expenses and liabilities of the companies. The SEC imposed minimal disclosure requirements for environmental auditing, which were nevertheless adequate to undertake action against companies found to be providing misleading environmental information in their publicly available disclosures. The 1970s served as a critical juncture for the inception and development of mandatory and voluntary environmental reporting (auditing) in the United States.

This is an original research article.

Since the implementation of the Sarbanes‐Oxley Act of 2002, the SEC has adopted new rules for certifications and proposed many other new rules. The proposals cover financial experts, codes of ethics, internal controls, improper influence of audits, off‐balance‐sheet transactions, non‐GAAP financial information, and trades during pension blackout periods. Among the specific requirements of the new rules are that: (1) an issuer’s principal executive officer and principal financial officer certify the contents of the issuer’s quarterly and annual reports; (2) financial experts on audit committees be disclosed; (3) codes of ethics be disclosed; (4) internal control reports be included in annual reports; (5) officers and directors be prohibited from fraudulently influencing the auditor of financial statements; (6) a separately captioned subsection of the MD&A explain an issuer’s off‐balance‐sheet arrangements; (7) Non‐GAAP financial measures be clearly explained; and (8) officers and directors be prohibited from buying or selling equity securities acquired in connection with employment when other employees are “blocked out” from trading in their individual pension accounts.

Recent SEC actions, including its first settlement of an enforcement case, provide specific guidance and some surprising points of emphasis concerning the implementation of Regulation FD (Fair Disclosure). Although there is nothing inherently unlawful about one‐on‐one meetings with securities analysts or institutional investors, the SEC’s actions demonstrate the risks associated with one‐on‐one meetings, particularly with sell‐side analysts for public companies and potentially for the analysts themselves. Executives and analysts alike could benefit from consulting with counsel about the best ways to perform the valuable function of discussing a company’s business without violating Regulation FD. Several measures should be considered, including, among others, a review of prior filings, education about what types of information is normally considered material, and a predetermined view about areas that will be “out of bounds” to questions.