Enforcement and executive comp top list at SEC conference

The economy must be picking up, judging by the attendance at last week’s 27th Annual Reporting and FASB forum put on by the SEC Institute. It was a packed house. The two-day seminar was not for the claustrophobic because every chair was taken and we were elbow-to-elbow at lunch.

They covered a lot of information during the two days, but as we head into 10-K season what I found most interesting were the current developments at the SEC and recent hot buttons with SEC comment letters.

The SEC continues to consider new ways to disclose executive compensation in proxies, so we need to review the latest rules when preparing them later in the year. They suggested that there is heightened SEC oversight and enforcement, particularly as it pertains to disclosure of revenue recognition, contingencies, income taxes and warrants.

Who knew? Non-GAAP disclosures
It was surprising to me that several speakers suggested that you shouldn’t be afraid to disclose non-GAAP measures in your 10-K. I had always believed that the SEC disapproved of these disclosures, but the speakers said that this wasn’t the case; in fact, the SEC often looks to earnings releases, and if the company had non-GAAP measures in its 8-K, they would expect the same type of disclosure in the 10-K.

I found the MDA discussion interesting because the speaker was good and he had a thoughtful presentation, but I also wonder how many companies will follow the suggestions. The speaker suggested starting with a blank piece of paper every three years to keep the information fresh, and not to be afraid to disclose forward-looking statements rather than just reciting the same old historical information. He suggested that you could discuss the same type of information that is in some of your risk factors and, unlike the risk factors, you can use qualifying language. (Good luck with getting everyone to sign on for more disclosure.)

How dumb can people be?
I don’t plan to ever have to worry about how to stay out of trouble, but the session on enforcement was entertaining. People never cease to amaze me: the regional director of the SEC said that recently someone under investigation for insider trading continued to deny that he knew anyone in the company—even the person with the same last name. It was his brother, and he was convicted.

There were several discussions on the U.S. convergence with IFRS, as there were when I attended the conference two years ago. The timeline is longer, with some speakers suggesting five to six more years. Everyone has finally acknowledged that it is going to be a lot harder than anyone thought. It shouldn’t be surprising; I am still waiting for the United States to adopt the metric system as I was promised when I was in the sixth grade.

Overall, it was an informative two days. Even if you closely follow new accounting literature, you will still hear a few things you can’t get from just reading recent pronouncements.

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