SEC regulation, financial reporting

1. The state of SEC Disclosure Effectiveness
and Simplification Initiative
(from Bad to Worse)
A brief History
By
Arthur Mboue
Research conducted by Arthur Mboue 1

2. Chronological Events
dates Events
1995-
1996
Task Force on Disclosure Simplification;
Organized in August 1995, in March 1996, the Task Force presented these recommendation s to the SEC .
• Elimination of rules and forms including
• Amendment of more than 25 additional rules
1995 Report of the Advisory Committee on the capital Formation and Regulatory Process:
To advise on, among other things, the regulatory process and disclosure requirements for public offering.
1998 Aircraft Carrier Concept Release:
Why ‘aircraft carrier’ because the proposed changes was supposed to be like maneuvering an ‘aircraft carrier’. The
proposed changes included the current system of securities regulation, rules on corporate communications during the
registration process, prospectus delivery requirements, periodic reports and Integration of public and private offerings
1998 Plain English
The rules intended to improve the readability of prospectuses by promoting clear, concise and understandable disclosure.
These rules required registrants to write the cover page, summary and risk factors section of prospectuses in plain English
2007 Advisory Committee on Improvement to Financial Reporting
CiFiR Advisory Committee did not recommend specific changes to Reg. S-K, several of its suggestions sought to improve the
usefulness of information in periodic reports.
2008 21st Century Disclosure Initiative:
The report was released on January 16, 2009 with a claim of helping investors access relevant disclosure at no cost. 5
guiding principles were put on display:
• Disclosure information should be submitted and stored in an interactive format
• The SEC should consider the creation of a data warehouse for managing the data
• The SEC should consider providing for multiple submission methods for disclosures including Section 16 filings
• The SEC should consider providing multiple dissemination methods for disclosures so that information could be
accessed either from the SEC web site or other channels
• SEC should consider establishing an advisory committee composed of filers, investors, information intermediaries and
other market representatives to consider ideas to be recommended to the SEC
Research conducted by Arthur Mboue 2

3. Chronological Events
dates events
July 2009 FASB Disclosure framework project added to the agenda with the goal of establishing an overarching
framework intended to make financial statement disclosure more effective
July 2012 FASB disclosure framework-discussion paper issued for comments
July 2013 CFA published Financial Reporting disclosures, investor perspectives on transparency, trust, and volume.
October
2013
FASB disclosure framework project Q & A issued
December
2013
SEC detailed report to Congress provided the staff’s preliminary conclusions and recommendation about
disclosure reform. The report is mandated by Section 108 of the Jumpstart Our Business Startups (JOBS) Act
December
20, 2013
SEC issued staff report on public company disclosures
March 2014 FASB proposed Concept Statement-Conceptual Framework for Financial Reporting.
September
2015
The FASB’s proposed Accounting Standards Updated (ASU), Conceptual Framework for financial reporting
chapter 3.
Sept. 2015 The FASB’s proposed ASU, notes to financial statements (235)
Sept 2013 SEC Effectiveness of financial disclosures about entities other than the registrant (release no 33-9929)
Sept 25,
2015
SEC published requests for comment on Reg S-X
April 15,
2016
SEC solicited public comment on business and financial disclosures requirements in Reg S-K
May3, 2016 SEC adopted Amendments to implement JOBS Act and FACT Act changes for Exchange Act Registration
Requirements related to Section 12 (g) of the SEA of 1934. “With the adoption of these amendments, the
commission has completed all of the rulemaking mandated under the Jobs Act’ Marie Jose WhiteResearch conducted by Arthur Mboue 3

4. • Fast (Fixing America’s Surface Transportation Act of 2015)
Act requirements include:
– Summary page for Form 10-K
• Permitting issuers to submit a summary page on Form 10-K if each item
identified in the summary includes a cross reference (by electronic link
or otherwise) to the material contained in Form 10-K
– Simplify Reg S-K
– Study on modernization and simplification of Reg S-K
• Consider how best to modernize and simplify its requirements
• Emphasize a company by company approach that allows material
information to be disseminated w/o boilerplate language or static
requirements
• Evaluate methods of information delivery and presentation and explore
methods for discouraging repetition
– Forward incorporation on Form S-1 for smaller reporting
companies
Disclosure Simplification
Research conducted by Arthur Mboue 4

5. Disclosure Effectiveness Projects
• Definition: the ongoing broad based review by the staff of the disclosure
requirement and the presentation and delivery of the disclosures which
the commission may consider whether to review. SEC does not review
executive compensation, governance, FPI, business development
companies or other categories of registrants
• Review of the disclosures requirements in rules and forms
– Reg S-K-contains the disclosure requirements for the nonfinancial
statement portions of the filing to the SEC. It was created as a single
repository for the uniform non financial statement disclosure
requirements under both Securities Act and Securities and Exchange
Act. It originated in Schedule A with two disclosure requirements
(description of business and description of properties), it lists 27 items
now
– Reg S-X-contains disclosures requirements that dictate the form and
content of financial statements to be included in filings with the
Commission. It addresses both registrant financial statements and
financial statements of certain entities other than the registrant.
– Related rules for presentation and delivery of reliable and material
information to the investing public
• Consideration of factors external to rules that may have contributed to
length and complexity of company filings and compliance costsResearch conducted by Arthur Mboue 5

6. Director Keith Higgins, Director
“ there is a lot that you…can do to
improve the focus and navigability of
disclosure documents in the absence
of rule changes. You can step up your
game right now”
Research conducted by Arthur Mboue 6

7. Keith Higgins
“ Our effort will truly succeed only if all of the
stakeholders in our current disclosure system
companies, investors, legal and accounting
professionals and other market participants
contribute to the dialogue about the
improvements that could be made to the quality
and effectiveness of disclosure so that it is less
burdensome both for companies to prepare and
for investors to read”
Research conducted by Arthur Mboue 7