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SEC Update: Current Issues

SEC Update: Current Issues. Presenters: Douglas Besch James Moloney Diana Tani. Recent Developments in Enforcement. Creation of Office of Market Intelligence Specialized units within the Division Issues. Creation of Office of Market Intelligence.

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SEC Update: Current Issues

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  1. SEC Update: Current Issues Presenters: Douglas Besch James Moloney Diana Tani

  2. Recent Developments in Enforcement • Creation of Office of Market Intelligence • Specialized units within the Division • Issues

  3. Creation of Office of Market Intelligence Dodd-Frank Act whistleblower provision – change away from ITSFEA bounty program to address wider range of conduct; also impose formal tracking of such complaints SEC handling of tips, complaints, and referrals – how review is now centralized, matters triaged and assigned, high level risk analysis

  4. Specialized Units Within the Division Municipal Securities and Public Pensions Asset Management Structured Securities and New Products Foreign Corrupt Practices Act Market Abuse

  5. Current Issues In disclosure area: MD&A and executive compensation Financial reporting and internal controls In Southern California region – unregistered securities offerings and regulated entity violations continue to represent steady number of cases

  6. Frequently Issued Corp Fin Comments Executive Compensation Matters Compensation Policies and Related Risks CD&A Performance Targets Benchmarking / Peer Groups

  7. Frequently Issued Corp Fin Comments Corporate Governance Board's role in risk oversight Director Independence Executive Conflict of Interest / Comp Consultants

  8. Frequently Issued Corp Fin Comments MD&A Fair Value Level 2 and 3 Measurements Off-Balance-Sheet Arrangements Debt vs. Equity Classification EITF 00-19 ASC 815

  9. Frequently Issued Corp Fin Comments Material Contracts attachments / annexes Use of Experts / Consents Certifications 302 / 906

  10. Frequently Issued Corp Fin Comments Mergers / Tender Offers PSLRA safe harbor Lock-Ups Going Private Transactions Fairness Opinions / Reports / Board Books 13e-3 Filing Persons Factors Considered Proxy Contests Participant Info / Rule 14a-12 Share Ownership / Arrangements

  11. Division of Corporation Finance Comments Common across industries Industry-specific Suggestions for managing the process

  12. Division of Corporation Finance Comments – Common Across Industries Goodwill MD&A Controls Error corrections Pensions Auditor’s Report

  13. Division of Corporation Finance Comments – Industry-Specific Consumer Products and Technology Financial Services Pharmaceuticals and Life Sciences Construction

  14. Division of Corporation Finance Comments – Suggestions for Managing the Process Understand the process Contemporaneous documentation Respond directly and cite literature Open dialogue

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