Elizabeth Diffley

Elizabeth Diffley

Drinker Biddle & Reath LLP

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Latest Publications


Another Warning to Mind the Non-GAAP

As we have previously reported, over the past few months, SEC officials and numerous other observers have voiced concern about the pervasive and, perhaps abusive, use of non-GAAP financial measures by public companies. ...more

5/4/2016 - Financial Reporting GAAP Non-GAAP Financial Measures Publicly-Traded Companies SEC

Mind the Non-GAAP: Considerations for Using Non-GAAP Financial Measures in the Face of Increased Scrutiny

Non-GAAP measures, those that present financial performance differently from financial statement presentation under generally accepted accounting principles (GAAP), are again attracting scrutiny from the financial press and...more

3/30/2016 - Financial Statements Form 8-K GAAP Non-GAAP Financial Measures SEC

Need for Speed: The FAST Act Impacts Securities Laws

On December 4, 2015, President Obama signed a five-year transportation bill, the Fixing America’s Surface Transportation, or FAST Act. While the 490-page act, which received broad bi-partisan support, is designed to free up...more

12/16/2015 - Capital Raising CDIs EGCs Fixing America’s Surface Transportation Act (FAST Act) IPO Private Offerings Publicly-Traded Companies Reporting Requirements SEC Startups

Securities and Governance Update: October 2015 Update

This summer, the SEC proposed a new clawback rule (Proposed Rule 10D-1) to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank). Section 954 of Dodd-Frank added a new...more

10/8/2015 - Anti-Retaliation Provisions C-Suite Executives Clawbacks Corporate Governance Covered Entities Disclosure Requirements Dodd-Frank Employer Liability Issues Executive Compensation Final Rules Financial Restatements Indemnification Look-Back Measurement Period Pay Ratio Proposed Regulation Publicly-Traded Companies Rule 10D-1 SEC Whistleblowers

Securities and Governance Update

With a single statement the SEC upended the private ordering of how shareholder proposals are often dealt with in the height of proxy season. Historically, it has been well settled that companies may exclude shareholder...more

5/28/2015 - Audits Cross-Border Transactions Financial Statements Foreign Investment GAAS Glass Lewis ICFR Investors ISS JOBS Act Material Misstatements Mergers PCAOB Preemption Proxy Statements Regulation A Regulation S-X SEC Securities Exchange Act Shareholder Proposals Tier 2 Offerings

Securities and Governance Update

Each year, thousands of businesses and investment funds raise billions of dollars in capital through unregistered offerings under Rule 506—the most widely used exemption under Regulation D under the Securities Act of 1933, as...more

9/30/2014 - Bad Actors Corporate Governance Dodd-Frank Look-Back Measurement Period Private Offerings Regulation D Rule 506 Offerings SEC Small Business Small Offering Exemptions

Securities and Governance Update

In December 2013, the staff of the SEC’s Division of Corporation Finance (Corp Fin) issued its report on the Review of Disclosure Requirements in Regulation S-K (the S-K Study). As we noted in a previous publication, though...more

7/2/2014 - Disclosure Requirements Regulation S-K SEC

SEC Staff Guidance: Companies Must File Conflict Minerals Disclosure With Modifications

In response to the U.S. Court of Appeals for the District of Columbia Circuit’s recent opinion upholding the conflict minerals statute and rule, but finding First Amendment violations, the Director of the SEC’s Division of...more

5/14/2014 - Compliance Conflict Mineral Rules Filing Deadlines First Amendment Form SD Guidance Update Order to Stay SEC

D.C. Circuit Court of Appeals Issues Ruling on Conflict Minerals

On April 14, 2014, the U.S. Court of Appeals for the District of Columbia Circuit issued its opinion in the conflicts minerals case, National Association of Manufacturers, et al., v. Securities and Exchange Commission. The...more

4/23/2014 - Appeals Conflict Mineral Rules First Amendment SEC Securities Litigation

Securities Update - March 2014

In December 2013, the Staff of the Securities and Exchange Commission’s Division of Corporation Finance issued to Congress its “Report on Review of Disclosure Requirements in Regulation S-K” (the S-K Study) that originally...more

3/28/2014 - Business Judgment Rule Conflict Mineral Rules Controlling Stockholders COSO Disclosure Requirements Emerging Growth Companies Form SD ISS JOBS Act Mergers Nasdaq NYSE Offerings Proxies QuickScore Regulation S-K SEC Self-Dealing Standard of Review

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