No. 2015-06
27 August 2015
The SEC’s Division of Corporation Finance Staff
Updates Financial Reporting Manual
Background
The Financial Reporting Manual (FRM) was originally prepared by the SEC’s
Division of Corporation Finance to serve as internal guidance for the SEC staff. The
FRM was first posted to the SEC website in 2008 to increase the transparency of
informal staff interpretations.
What’s new?
On 25 August 2015, the Division of Corporation Finance staff updated Sections
1320.3 and 1320.4 related to delinquent filers to clarify that “…generally, the
Division of Corporation Finance will not issue comments asking a delinquent
registrant to file separately all of its delinquent filings if the registrant files a
comprehensive annual report on Form 10-K that includes all material information
that would have been included in those filings.” Prior to this update, registrants
could be granted this arrangement only after requesting it in writing from the
Division’s Office of the Chief Accountant.
The Division of Corporate Finance also noted that a registrant’s filing of a
comprehensive annual report on Form 10-K including all material information will
not (1) eliminate any of its Securities Exchange Act of 1934 liability arising from
failure to file all required reports; (2) change the registrant’s status to “current” for
Regulation S, Rule 144, or Form S-8 filings; or (3) change its inability to use Form
S-3 until it meets the timely filer requirements.
Our thoughts
Although the FRM was intended for the SEC’s internal use and is nonauthoritative, its updates are a helpful tool for registrants in applying and
understanding the Securities Exchange Act of 1934 filing expectations and
requirements.
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