Our 2024 annual guide to SEC filing deadlines and financial statement staleness dates has been released. Public companies should keep in mind key reporting deadlines, disclosure obligations and SEC holidays as they plan for...more
To prepare for 2023, reporting companies should be aware of applicable SEC filing deadlines and financial statement “staleness” dates, as well as regulatory reforms that may affect the preparation and contents of disclosures...more
12/22/2022
/ Capital Markets ,
Capital Raising ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Filing Deadlines ,
Filing Requirements ,
Financial Statements ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies
In preparation for 2022, reporting companies should be aware of the SEC filing deadlines and financial statement “staleness” dates that will apply to them, as well as recent regulatory reforms that may affect the preparation...more
In preparation for 2021, reporting companies should be aware of the SEC filing deadlines and financial statement "staleness" dates that will apply to them, as well as recent regulatory reforms that may affect the preparation...more
On August 26, 2020, the Securities and Exchange Commission (SEC) voted 3-2 to modernize Regulation S-K rules requiring business description, legal proceedings and risk factor disclosures. The amendments are intended to update...more
On May 21, 2020, the Securities and Exchange Commission (SEC) adopted extensive changes to the financial disclosure requirements for business acquisitions and dispositions. The amendments are intended to reduce the complexity...more
5/29/2020
/ Acquisitions ,
Amended Rules ,
Disclosure Requirements ,
Dispositions ,
Financial Reporting ,
GAAP ,
IFRS ,
Income Test ,
Investment Test ,
Management Adjustments ,
Popular ,
Pro Forma Financial Information ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Tax-Free Spin-Offs
In light of the recent downturn and increased volatility in the global financial markets due to the COVID-19 pandemic, a number of companies have raised questions regarding the best practices and desirability of repurchasing...more
On March 2, 2020, the Securities and Exchange Commission (SEC) adopted amendments that reduce and simplify the financial disclosure requirements applicable to registered debt offerings for guarantors and issuers of guaranteed...more
3/9/2020
/ Amended Regulation ,
Corporate Issuers ,
Debt Securities ,
Disclosure Requirements ,
Financial Statements ,
Guarantors ,
Parent Corporation ,
Public Offerings ,
Publicly-Traded Companies ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Subsidiaries
On July 12, 2019, the staff of the Division of Corporation Finance, Division of Investment Management, Division of Trading and Markets, and Office of the Chief Accountant (Staff) of the Securities and Exchange Commission...more
7/25/2019
/ Asset-Backed Loans (ABLs) ,
Benchmarks ,
Bonds ,
Broker-Dealer ,
Contract Terms ,
Derivatives ,
Disclosure Requirements ,
Division of Corporate Finance ,
Division of Investment Management ,
FASB ,
Floating NAV ,
Interest Rate Swaps ,
Interest Rates ,
Investment Adviser ,
Investment Companies ,
Libor ,
Loans ,
Publicly-Traded Companies ,
Risk Assessment ,
Risk Mitigation ,
Secured Overnight Funding Rate (SOFR) ,
Securities and Exchange Commission (SEC) ,
Transitional Arrangements
On May 3, 2019, the Securities and Exchange Commission (SEC) proposed extensive changes to the financial disclosure requirements for business acquisitions and dispositions. The proposed amendments are intended to reduce...more
5/14/2019
/ Acquisitions ,
Disclosure Requirements ,
Financial Statements ,
Foreign Private Issuers ,
GAAP ,
IASB ,
IFRS ,
Income Test ,
Investment Test ,
Pro Forma Financial Information ,
Proposed Amendments ,
Proxy Statements ,
Publicly-Traded Companies ,
Registration Statement ,
Regulation S-X ,
Rule 3-05 ,
Securities and Exchange Commission (SEC)
On July 24, 2018, the Securities and Exchange Commission (SEC) proposed rule amendments that would simplify the financial disclosure requirements applicable to registered debt offerings for guarantors and issuers of...more
8/9/2018
/ Amended Rules ,
Collateralized Debt Obligations ,
Corporate Issuers ,
Debt Securities ,
Disclosure Requirements ,
Financial Statements ,
Guarantors ,
Parent Corporation ,
Private Placements ,
Proposed Amendments ,
Regulation S-X ,
Rule 144A ,
Securities and Exchange Commission (SEC) ,
Subsidiaries
On July 18, 2018, the Securities and Exchange Commission (SEC) issued a concept release soliciting public comment on ways to modernize Rule 701 and Form S-8 of the Securities Act of 1933 to account for recent developments...more
8/3/2018
/ Amended Rules ,
Board of Directors ,
Corporate Issuers ,
Corporate Officers ,
Disclosure Requirements ,
Employee Stock Purchase Rights ,
Equity Compensation ,
Executive Compensation ,
Financial Statements ,
Form S-8 ,
Offerings ,
Private Offerings ,
Public Comment ,
Publicly-Traded Companies ,
Qualified Restricted Stock Units (RSUs) ,
Rule 701 ,
Securities and Exchange Commission (SEC) ,
Solicitation ,
Stock Options ,
Threshold Requirements
On July 18, 2018, the Securities and Exchange Commission (SEC) amended Rule 701(e) of the Securities Act of 1933 (Securities Act), as mandated by the Economic Growth, Regulatory Relief, and Consumer Protection Act. The...more
On June 28, 2018, the Securities and Exchange Commission (SEC) approved amendments to the definition of “smaller reporting company” (SRC) that will substantially expand the number of companies that will qualify for the scaled...more
On April 27, 2018, the Securities Industry and Financial Markets Association (SIFMA), the U.S. Chamber of Commerce and Nasdaq, along with certain technology and biotechnology groups, released a policy paper titled “Expanding...more
5/10/2018
/ Biotechnology ,
Broker-Dealer ,
Capital Markets ,
Chamber of Commerce ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Financial Reporting ,
ICFR ,
Initial Public Offering (IPO) ,
Institutional Shareholder Services (ISS) ,
Investment Banks ,
JOBS Act ,
Large Corporate Filers ,
Mandatory Arbitration ,
Mutual Funds ,
Nasdaq ,
New Guidance ,
Offerors ,
PCAOB ,
Proxy Advisors ,
Publicly-Traded Companies ,
Registered Investment Advisors ,
Regulatory Reform ,
Reporting Requirements ,
Sarbanes-Oxley ,
Securities ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Short Sales ,
SIFMA ,
Small Business ,
Technology Sector ,
Tick Size ,
WKSIs ,
XBRL Filing Requirements
In recent months, companies have experienced greater scrutiny of their use of non-GAAP financial measures by the staff of the U.S. Securities and Exchange Commission (SEC). This greater scrutiny follows the release earlier...more
On May 17, 2016, the staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) released new and revised Compliance and Disclosure Interpretations (CDIs) regarding the use of...more
As the M&A markets in Asia continue to mature, U.S. and European multinationals involved in such markets are more frequently experiencing the clash in approaches to M&A risk allocation that Asia-based lawyers and financial...more