Insights

Division of Corporation Finance Announces Disclosure Program Realignment

Firm Thought Leadership

On September 27, 2019, the Division of Corporation Finance of the U.S. Securities and Exchange Commission announced a realignment of its disclosure program. The changes are intended to promote collaboration, transparency and efficiency within the Division. For companies, the most immediate change is that the number of industry-focused offices within the Division has been reduced from 11 to seven and companies have been reassigned to new disclosure review offices effective September 29, 2019. That change means many companies will be working with different staff members the next time their filings are subject to review.

The realigned Division staff will focus their efforts through four groups:

  1. Disclosure Review Program. The Division will conduct the majority of its selective and required filing reviews in seven industry focused offices (see below). Kyle Moffatt will lead the Disclosure Review Program and continue to serve as the Division’s Chief Accountant.
  2. Specialized Policy and Disclosure. Michele Anderson will continue to oversee the work of the Offices of International Corporate Finance, Mergers and Acquisitions and Structured Finance and will oversee corporate governance policy matters across the Division. Former Assistant Director Sonia Barros will work with Ms. Anderson on these governance matters.
  3. Office of Risk and Strategy. This new office formalizes what the Division has been doing for a while—focusing comments on emerging hot topics and sharing disclosure examples across the Division.Shelly Luisi will continue to lead the Division’s work in this area. Cecilia Blye will join Catherine Brown and Angela Crane to provide filing review teams with guidance on developing risks and evolving disclosures.
  4. Office of Assessment and Continuous Improvement. This new office will evaluate the effectiveness of the Division’s disclosure review program. Cicely LaMothe will lead this office. Former Assistant Directors Barbara Jacobs and Amanda Ravitz and former Senior Assistant Chief Accountants Andrew Mew and Jim Rosenberg will join her in this work.

The Division will continue assigning companies and filings to review offices based on their primary industry focus (using Standard Industrial Classification codes). Effective September 29, 2019, each company has been reassigned to one of seven offices, each overseen by a Chief and a Senior Advisor. Previously, there were 11 such offices, each overseen by an Assistant Director.1 The seven offices and their leadership are as follows:

 

Office

Chief

Senior Advisor

Energy & Transportation

Brad Skinner

John Reynolds

Finance

Melissa Rocha

John Nolan

Life Sciences

Suzanne Hayes

Daniel Gordon

Manufacturing

Anne Nguyen Parker

Martin James

Real Estate & Construction

Joel Parker

Pamela Long

Technology

Larry Spirgel

Craig Wilson

Trade & Services

Mara Ransom

Jim Allegretto


The Division indicated that, to the extent practicable, Division staff members assigned to active filing reviews will complete those filing reviews regardless of the office to which they are assigned in the realignment.

Just as before the realignment, a company’s office assignment appears at the top of the company’s filing history on EDGAR. For example:

COMPANY NAME CIK#: 123456789
SIC: – SIC DESCRIPTION
State location: XX | State of Inc.: XX | Fiscal Year End: 1231
(Review Office: Energy & Transportation)

 

Prior to the realignment, the eleven AD Offices were: Healthcare and Insurance; Consumer Products; Information Technologies and Services; Natural Resources; Transportation and Leisure; Manufacturing and Construction; Financial Services; Real Estate and Commodities; Beverages, Apparel, and Mining; Electronics and Machinery; and Telecommunications.

 

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