Deloitte
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Chapter 3 — SEC Disclosure Topics

3.9 Other SEC Reporting Matters

3.9 Other SEC Reporting Matters

Footnotes

36
Consents are not required in registration statements on Form 10 since such registration statements are filed in accordance with the Exchange Act. Similarly, consents are not required in proxy statements.
37
Registrants may look to Question 233.02 of the Securities Act Rules C&DIs that were issued by the SEC staff in November 2008 but should be aware that other consent-related Securities Act Rules C&DIs may apply to their specific circumstances and that they should therefore review such C&DIs periodically.
38
For examples of management contracts or compensatory plans, contracts, or arrangements that are exempt from this filing requirement, see Item 601(b)(10)(iii)(C).
39
On December 14, 2020, Sudan was removed from the list of state sponsors of terrorism. On January 12, 2021, Cuba was added to the list.
40
In 2007, the SEC issued Concept Release No. 33-8860, which requested input on certain matters related to state sponsors of terrorism. The concept release indicates that the “federal securities laws do not impose a specific disclosure requirement that addresses business activities in or with a country based upon its designation as a State Sponsor of Terrorism.” However, as with other requirements to disclose material information, the “federal securities laws do require disclosure of business activities in or with a State Sponsor of Terrorism if this constitutes material information that is necessary to make a company’s statements, in the light of the circumstances under which they are made, not misleading” (footnote omitted).
41
Further, the Iran Threat Reduction and Syria Human Rights Act of 2012 (the “Act”) requires registrants to include certain disclosures about sanctionable activities with those countries in all quarterly and annual reports. There is no materiality threshold for such reporting; therefore, a registrant may be required to disclose immaterial transactions meeting the criteria specified in the Act. For implementation guidance, see Questions 147.01 through 147.07 of the Exchange Act Sections C&DIs.
42
Sample Letter to Companies Regarding Their XBRL Disclosures.
43
Sample Letter Sent to Public Companies Regarding XBRL Requirement to Include Calculation Relationships.
44
As originally approved by the SEC, PCAOB Auditing Standard 3101 became effective in accordance with SEC Release No. 34-81916 for audits of fiscal years ending on or after December 15, 2017.