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Published byTaliyah Burbridge Modified over 10 years ago
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2010 RR Donnelley SEC Hot Topics SEC Update: Current Issues Presenters: Douglas Besch James Moloney Diana Tani
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2 2010 RR Donnelley SEC Hot Topics Recent Developments in Enforcement Creation of Office of Market Intelligence Specialized units within the Division Issues
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3 2010 RR Donnelley SEC Hot Topics 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
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4 2010 RR Donnelley SEC Hot Topics Specialized Units Within the Division Municipal Securities and Public Pensions Asset Management Structured Securities and New Products Foreign Corrupt Practices Act Market Abuse
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5 2010 RR Donnelley SEC Hot Topics 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
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6 2010 RR Donnelley SEC Hot Topics Frequently Issued Corp Fin Comments Executive Compensation Matters Compensation Policies and Related Risks CD&A Performance Targets Benchmarking / Peer Groups
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7 2010 RR Donnelley SEC Hot Topics Frequently Issued Corp Fin Comments Corporate Governance Board's role in risk oversight Director Independence Executive Conflict of Interest / Comp Consultants
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8 2010 RR Donnelley SEC Hot Topics 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
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9 2010 RR Donnelley SEC Hot Topics Frequently Issued Corp Fin Comments Material Contracts attachments / annexes Use of Experts / Consents Certifications 302 / 906
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10 2010 RR Donnelley SEC Hot Topics 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
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11 2010 RR Donnelley SEC Hot Topics Division of Corporation Finance Comments Common across industries Industry-specific Suggestions for managing the process
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12 2010 RR Donnelley SEC Hot Topics Division of Corporation Finance Comments – Common Across Industries Goodwill MD&A Controls Error corrections Pensions Auditor’s Report
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13 2010 RR Donnelley SEC Hot Topics Division of Corporation Finance Comments – Industry-Specific Consumer Products and Technology Financial Services Pharmaceuticals and Life Sciences Construction
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14 2010 RR Donnelley SEC Hot Topics 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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