Overview
In this self-study webinar taken from our popular SEC Conference, our panel of industry experts will provide you with the up-to-the-minute information and guidance you need to successfully handle today’s most critical SEC accounting and reporting issues.
AGENDA HIGHLIGHTS
• General SEC Update & Current Leadership
• Status of SEC Rulemaking
• Climate Disclosure Rules
– California Corporate Data Accountability Act
– Climate-related risks and impacts
– Emissions reporting
– EU Corporate Sustainability Reporting Directive (CSRD)
– COSO guidance for sustainability reporting
– Special Purpose Acquisition Companies (SPACs)
• SEC Sample Letters
• Cybersecurity
– Disclosure rules
– Materiality considerations
– Risk management strategy and governance
– Board duties and auditor responsibilities
• Delaware Law Developments
• Staff Accounting Bulletins & Staff Guidance
• Share Repurchase Disclosure Rules
• New Insider Trading Rules
• Recovery of Erroneously Awarded Compensation
• Pay vs. Performance
• Perquisites
• Staff Statements on Materiality & Statement of Cash Flows
• SEC Staff Comments & Trends
• Proxy Season Overview
LEARNING OBJECTIVE To provide financial professionals with an update on the key SEC hot button issues and regulations that
impact the financial accounting and reporting of listed companies.
PREREQUISITE None. ADVANCE PREPARATION None. PROGRAM LEVEL Update. NASBA FIELD OF STUDY Accounting.
DELIVERY METHOD Self-Study.
Speakers
SPEAKERS
Clinton M. Eastman, Associate Attorney, Gibson, Dunn & Crutcher LLP
Timothy Kviz, National Managing Partner—SEC Services, BDO USA, P.C.
Detailed Learning Objectives
• Identify the disclosure requirements for material cybersecurity incidents under SEC rules
• Recognize the SEC's materiality standard for cybersecurity incidents
• Understand the governance roles required for cybersecurity risk oversight within companies
• Describe the requirements for the recovery of erroneously awarded compensation under the SEC's Clawback Rule
• Recognize the time period for clawback applicability in restatement scenarios
• Understand the process for disclosing clawback actions, including restatement impacts and executive involvement
• Identify the elements required for a violation of the SEC’s insider trading laws
• Understand the conditions under Rule 10b5-1 and the cooling-off period for directors and officers
• Recognize the importance of acting in good faith when adopting trading plans
• Understand the new rules for the disclosure of share repurchase activities, including transparency requirements and filing deadlines
• Recognize what constitutes material information in the context of share buybacks
• Understand the legal implications of Delaware's Section 102(b)(7) amendment allowing for officer exculpation
• Recognize the enhanced scrutiny applied to bylaw provisions during proxy contests and the impact on corporate governance
• Understand the SEC’s materiality assessment for errors in financial statements, including both "Big R" and "little r" restatements
• Recognize how classification errors in financial statements can significantly impact investor decision-making
• Identify qualitative factors considered in assessing materiality
• Understand the SEC’s climate-related disclosure requirements, including Scope 1 and Scope 2 emissions reporting for companies
• Recognize the role of materiality in determining whether Scope 3 emissions need to be disclosed
• Understand the SEC's requirements for reporting climate-related risks and how they impact financial condition and business strategy
• Recognize the importance of reporting the material impacts of climate risks, including expenditures for mitigating actions
• Identify what qualifies as a perquisite under SEC rules and the factors that influence whether an item must be disclosed
• Understand the SEC's focus on personal expenses, such as corporate aircraft usage, and the consequences for non-disclosure
• Recognize the board’s responsibility in overseeing mission-critical risks, including cybersecurity and climate-related risks
• Understand the best practices for board-level oversight, including maintaining records of discussions and actions
• Understand the key updates in SEC rulemaking, including the impact of new climate and cybersecurity disclosure requirements
• Recognize the differences between public and private company reporting obligations under new SEC rules