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2020 SEC Reporting Insights

Introduction

2020 was another busy year for SEC rulemaking and activities that affect financial reporting. The Commission’s response to the novel coronavirus (COVID-19) resulted in conditional filing relief for registrants that found themselves unable to file on a timely basis in the earlier days of the pandemic and staff guidance to help registrants think through their disclosures in light of unprecedented uncertainty. Outside of COVID-19 related matters, the SEC continued its focus on capital formation and the Disclosure Effectiveness Initiative, with several rulemaking activities that resulted in significant changes to longstanding SEC rules and regulations. These rulemaking activities, among others, include final rules to amend:

• The accelerated and large accelerated filer definitions (which exclude certain smaller companies from the definition of an accelerated filer);
• The financial disclosure requirements of Regulation S-X for registered debt offerings and periodic reports thereafter;
• The financial disclosure requirements of Regulation S-X for acquired and disposed businesses;
• The Regulation S-K disclosure requirements for the description of business, legal proceedings and risk factors;
• Other aspects of Regulation S-K, including the elimination of selected financial data and other changes to modernize and simplify management’s discussion and analysis (MD&A) disclosure requirements; and
• The exempt offering framework used by companies to raise capital in the private capital markets.

The staff also remains focused on the implementation and disclosure issues related to significant new accounting standards, the COVID-19 pandemic, non-GAAP financial measures and the anticipated LIBOR transition, among others.

This publication is intended to provide some key disclosure and reporting reminders for SEC registrants and summarizes the 2020 Commission rulemaking and activities, staff activities and other guidance that affect financial reporting.