Jonathan DeSantis

Jonathan DeSantis

Shearman & Sterling LLP

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Latest Posts › SEC


Updated Non-GAAP Guidance: The First 150 Comment Letters

In May of this year, the staff of the SEC’s Division of Corporation Finance updated its C&DIs regarding the use of non-GAAP financial measures. We summarized the May 2016 update in an earlier client publication. Since the...more

10/20/2016 - C&DIs GAAP Non-GAAP Financial Measures SEC SEC Comment Letter Process

SEC Proposes Streamlining Disclosure Requirements - Proposal Contains Mostly Technical Changes with Limited Impact on the...

In a 318-page release published on July 13, 2016, the SEC is proposing a number of technical amendments to disclosure requirements for SEC filers that it believes have become outdated or are identical or similar to...more

7/15/2016 - Disclosure Requirements GAAP IFRS Regulation S-K Regulation S-X SEC

SEC Staff Updates Guidance on Use of Non-GAAP Financial Measures

On Tuesday May 17, 2016, the staff of the SEC’s Division of Corporation Finance issued new C&DIs relating to Regulation G (which governs use of non-GAAP financial measures in public disclosures generally) and Item 10(e) of...more

5/24/2016 - Financial Reporting Guidance Update Non-GAAP Financial Measures Regulation S-K SEC

Financial Statements Triggered by Acquisitions – When Do You Need Them? - A Practical Guide for US Public Companies, Part II

Significant acquisitions trigger specific financial statement requirements for the acquiring company. Part I of this publication covered when an acquisition is considered significant and what target and pro forma financial...more

3/2/2016 - Acquisition Agreements Disclosure Requirements Financial Statements Form 8-K Publicly-Traded Companies SEC

Financial Statements Triggered by Acquisitions – What Do You Need? - A Practical Guide for US Public Companies, Part I

Significant acquisitions trigger specific financial statement requirements for the acquiring company. Part I covers key concepts for determining the significance of an acquisition and what target and pro forma financial...more

3/2/2016 - Acquisitions Financial Statements IPO Publicly-Traded Companies SEC

It’s Annual Report Time—Helpful Tips for the Preparation of 2015 Form 20-F

It is that time of the year for a large number of non-US companies to prepare their annual reports on Form 20-F. For companies with a calendar year-end, the Form 20-Fs must be filed with the US Securities and Exchange...more

1/28/2016 - Annual Reports FASB Foreign Corporations IASB SEC

Financial Statement Triggers - Requirements for New or Updated Financial Statements Can Affect Access to Capital Markets and M&A

Financial statement requirements can surprise US public companies seeking to access the capital markets or to register shares in connection with acquisitions. Fully compliant 10-K, 10-Q and 8-K reporting can be inadequate....more

1/25/2016 - Financial Statements GAAP Offerings Registration Requirement SEC

Changes to the JOBS Act and SEC Disclosure Requirements

Last Friday, President Obama signed into law the Highway Transportation Bill, otherwise known as the FAST Act. Among its many provisions, the Act includes changes to the JOBS Act, changes to SEC disclosure requirements and a...more

12/8/2015 - Disclosure Requirements Fixing America’s Surface Transportation Act (FAST Act) IPO JOBS Act SEC

New Capital Raising Alternatives for Non-SEC Reporting Companies: Regulation A+

Non-SEC Reporting US and Canadian companies may now raise up to $50 million in a 12-month period under an expanded exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) under...more

4/27/2015 - Capital Formation Public Offerings Registration Requirement Regulation A SEC Small Offering Exemptions

Flexibility for Debt Refinancings – New SEC No-Action Letter

The SEC staff issued a no-action letter recently that will allow some companies to refinance their debt using tender and exchange offers shorter than the 20 business days required in the tender offer rules. The letter extends...more

2/6/2015 - Exchange Offer No-Action Letters Non-Convertible Debt Securities SEC Tender Offers

Iran Notices Update: SEC-Registered Issuers Continue to Adapt to Their New Normal

It has been over eight months since SEC-registered issuers began making mandatory disclosures of business activities in or with Iran. During that period, issuers have filed over 400 Iran Notices with the SEC, including...more

11/5/2013 - Iran Iran Sanctions OFAC SEC

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