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FASB Realigns Materiality Standard with a Little Help from the SEC
On November 10, 2017, in response to the SEC’s Office of the Investor Advocate July 11, 2017 letter, the Financial Accounting Standard Board (FASB) ended work on its controversial proposal to redefine “materiality” as it is applied to U.S. GAAP. read more
By: Marc Adesso, Wes Scott
SEC Chairman Sees ICOs as Securities Offerings
SEC Chairman Jay Clayton spoke at the PLI Annual Institute on Securities Regulation in re: The DAO and his skepticism about ICOs being a securities offering. read more
By: Marc Adesso, Wes Scott
SEC Issues New SLaB
SEC issued Staff Legal Bulletin No. 14I which provides additional guidance regarding the ability of issuers to exclude Rule 14a-8 shareholder proposals from their proxy statements. read more
By: Wes Scott, Marc Adesso
Qualification of the Unqualified: SEC Approves PCAOB Rule Regarding Auditors’ Reports
On October 23, 2017, the Securities and Exchange Commission (“SEC”) approved the Public Company Accounting Oversight Board’s (the “PCAOB”) new standard for audit reports concerning the financial statements of public companies, AS 3101, The Auditor’s Report on an Audit of Financial Statements When the Auditor Expresses an Unqualified Opinion (“AS 3101”), which will require that auditors provide new information intended to make auditor’s reports more informative and relevant to i read more
By: Marc Adesso, Wes Scott
FAST-Tracking Simplicity: SEC Proposes Rules to Modernize and Simplify Disclosure
To streamline disclosure rules and reduce compliance costs for public companies, investment advisers and investment companies, the SEC has proposed amendments to with proposed Regulation S-K and corresponding rules and forms read more
By: Wes Scott, Marc Adesso
Up-C IPO Structure
One form of a “supercharged” IPO, the tax structure known as an Up-C has become increasingly popular in instances where an LLC is being taken public, and the historical LLC owners can reap tax benefits from placing a newly formed C corporation on top of the LLC (which continues to operate the business) in the organization’s overall corporate structure. Waller’s bulletin [hyperlink] on the matter seeks to not only provide a primer on the Up-C structure, but also to update existing litera read more
By: Marc Adesso, Wes Scott, Shane Morris
Reg. A+ Expansion Passes the House
On September 5, 2017, the bipartisan “Improving Access to Capital Act” (H.R. 2864) passed the United States House of Representatives, which would allow public companies that are subject to the SEC’s reporting requirements to utilize the exemption from registration set forth in Tier 2 of Regulation A.  Click here to read our bulletin on the bill. read more
By: Marc Adesso
SEC on a Tear Updating Various C&DIs
In the last two weeks, the SEC’s Division of Corporation Finance issued two new sets of C&DIs relating to Regulation A+, Regulation D and Rule 147, all under the Securities Act of 1933. Our bulletin on the SEC’s new rule interpretations is [HERE]. read more
By: Marc Adesso, Wes Scott
Will the Median Employee Please Stand Up? The Seemingly Unavoidable Pay Ratio Rule
On September 21, 2017, the SEC issued additional interpretive guidance to assist companies in their efforts to comply with the pay ratio disclosure requirement mandated by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and codified in Regulation S-K Item 402(u). read more
By: Marc Adesso, Wes Scott, James Bristol
SEC Expands Confidential Draft Registration Submission Process to Companies of All Sizes
On June 29, 2017, the SEC’s Division of Corporation Finance announced that it will allow all companies (not just EGCs) to confidentially submit draft registration statements for non-public SEC review. read more
By: Marc Adesso
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