2022 SEC Reporting Insights

After a relatively quiet rulemaking period in 2021, following the change in administration and appointment of Chair Gary Gensler, 2022 has been marked by a flurry of proposed and final Securities and Exchange Commission (“SEC”) rules. The SEC advanced many rules at the top of Chair Gensler’s regulatory agenda, including the highly anticipated climate change disclosure proposal. The volume and nature of the new and proposed rules demonstrate the SEC’s focus on highly prescriptive (not principles-based) rules designed to enhance comparability across all registrants, among other objectives. While not yet final or effective, some of the rule proposals have already influenced market practices and SEC reporting in 2022. For example, the SEC’s rule proposal applicable to special purpose acquisition companies (SPAC) and related mergers has had a chilling effect on the number of SPAC initial public offerings and mergers with operating companies in 2022. Additionally, many registrants have enhanced, or are enhancing, their disclosures about environmental, social and governance issues, particularly climate change matters in response to SEC staff comment letters or other investor demands. We anticipate the heavy rulemaking period will continue in the coming year as the SEC analyzes feedback on the proposals and advances them to the final rulemaking stage.
 
While the COVID-19 pandemic has continued to evolve and impact registrant disclosures, other macroeconomic factors, such as inflation, supply chain constraints and other geopolitical uncertainties brought on by Russia’s invasion of Ukraine have created incremental disclosure considerations for SEC registrants.

 

2022 SEC REPORTING REMINDERS

• Macroeconomic Factors
• Climate Change Disclosures
• Pay versus Performance Disclosures
• Regulation S-K Reminders
• Select Staff Comment Letter Topics
  • Non-GAAP Financial Measures
  • Management Discussion and Analysis (MD&A)
  • Segment Reporting
  • Revenue Recognition

 

COMMISSION AND STAFF ACTIVITIES

• Listing Standards for Recovery of Erroneously Awarded Compensation
• Amendments to EGC Filer Status Determination
• Proposed Rules and Amendments
  • Climate-Related Disclosures Proposal
  • Special Purpose Acquisition Company Proposal
  • Rule 10B5-1 Insider Trading Proposal
  • Share Repurchase Disclosures Proposal
  • Proposed Rules Applicable to Certain Investment Companies and Advisors
• Other Staff Guidance
  • Staff Accounting Bulletin
  • Materiality and Error Corrections
  • Financial Reporting Manual
  • Compliance and Disclosure Interpretations  

Our publication provides some key disclosure and reporting reminders for upcoming filings and summarizes the SEC’s rulemaking and other activities that affect financial reporting.
 

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