SEC Developments Self-Study Webinar

To provide CPAs and other finance professionals with a practical update on recent SEC, corporate governance, and disclosure developments, enabling them to better understand evolving regulatory expectations, assess compliance risks, and strengthen reporting and governance practices.

DETAILED LEARNING OBJECTIVES

• Identify the SEC’s current regulatory priorities and areas of increased focus

• Understand the requirements and impact of the Universal Proxy Rule in contested elections

• Recognize the purpose and scope of the SEC’s clawback rule for incentive-based compensation

• Explain changes to the SEC Reg-Flex Agenda and the shift away from certain ESG-related rulemaking

• Describe the purpose of the SEC’s executive compensation disclosure roundtable

• Identify the current legal and regulatory status of the SEC Climate Disclosure Rules

• Apply SEC staff guidance related to effective risk disclosures and avoidance of boilerplate language

• Recognize emerging risk areas requiring enhanced SEC disclosure focus, including artificial intelligence

• Understand SEC concerns related to statement of cash flows classification and internal controls

• Describe the objectives of the SEC’s Crypto Task Force and regulatory framework efforts

• Understand the impact of Staff Accounting Bulletin No. 122 on crypto asset safeguarding accounting

• Identify SEC staff views on meme coins and their treatment under federal securities law

• Recognize new compliance conditions for Rule 10b5-1 insider trading plans

• Understand new disclosure requirements related to insider trading policies and procedures

• Identify the types of restatements that trigger compensation recovery under clawback rules

• Understand scaled Pay vs. Performance disclosure requirements for Smaller Reporting Companies

• Recognize areas of SEC enforcement focus related to executive perquisites

• Apply SEC guidance on materiality assessments incorporating both quantitative and qualitative factors

• SEC leadership changes and evolving regulatory priorities:
  – US Treasuries clearing
  – Universal proxy
  – Proxy voting advice
  – Pay vs. performance
  – 10b5-1 plans
  – Clawbacks
  – Share buybacks
  – “Fund names” rule
  – Cybersecurity
  – Climate change
• Division of Enforcement focus areas in FY26
• Delaware Law Developments:
  – Bylaw challenges
  – Officer exculpation update
  – Corporate law amendments
• Comment letter trends:
  – MD&A
  – Non-GAAP disclosures
  – Segment reporting
• Staff guidance and reminders
• Financial Reporting Manual updates and Corp Fin Interpretations 
• Insider trading:
  – Elements of the “old” affirmative defense
  – New rule: 10b5-1 plan conditions
  – New disclosure requirements
• Pay vs. performance
• Perquisites:
  – Basic perquisite test
  – Perquisites facing SEC scrutiny
  – Recent SEC enforcement actions
  – Mitigating risk
• Proxy season: 2025 recap and 2026 insights:
  – Shareholder proposals
  – Proxy advisor responses to new exclusion process

Sarah Lowe, Deputy Chief Accountant – Division of Corporation Finance

Melissa Rocha, KPMG

Geoffrey E. Walter, Gibson, Dunn & Crutcher LLP