C&DIs

News & Analysis as of

Practice Pointers on Non-GAAP Financial Measures

On June 27, 2016, Securities and Exchange Commission (“SEC”) Chair Mary Jo White, speaking at the International Corporate Governance Network’s Annual Conference in San Francisco, reiterated the SEC’s growing concern regarding...more

The Financial Report, Volume 5, Number 14

Discussion and Analysis - As an increasing number of investment management firms experience financial distress, we often are asked whether there are any minimum capital requirements imposed on investment advisers....more

SEC Revises C&DI on Selling Securityholder Disclosure

On July 26, 2016, the SEC revised Question 140.02 of its Compliance and Disclosure Interpretations (“C&DIs”) on Regulation S-K, pertaining to selling securityholder disclosure. Revised Question 140.02 states that a...more

The Financial Report, Volume 5, Number 13

On June 23, just hours after we published our last edition, the United Kingdom voted to exit the European Union. Brexit, as it has come to be known, immediately raised a number of issues of potentially enormous significance...more

Corporate and Financial Weekly Digest - Volume XI, Issue 27

BREXIT UPDATE - Nathaniel Lalone, a Financial Services partner at Katten Muchin Rosenman UK LLP, will continue to share his insight into the evolution of the relationship between the United Kingdom and European Union in...more

The SEC’s Sorcerer’s Stone – Changing EBITDA From A Performance Measure Into Liquidity Measure

Recently, Broc Romanek hosted another one of his excellent webcasts. This one covered the SEC’s Division of Corporation Finance’s recent issuance of several new and modified Compliance & Disclosure Interpretations regarding...more

In Case You Missed It - Interesting Items for Corporate Counsel - June 2016

The SEC adopted a rule required by the FAST Act, here, that, we guess, confirms that an Annual Report on Form 10-K may include a summary. The SEC prescribes no rules about where a summary might appear or what it may look...more

Capital Markets & Public Companies Quarterly: Catching up on the SEC's Active Second Quarter

In Depth - New SEC C&DIs Regarding Non-GAAP Financial Measures - On May 17, 2016, the SEC issued several new Compliance & Disclosure Interpretations (C&DIs) and modified existing C&DIs to provide additional...more

Corporate and Financial Weekly Digest - Volume XI, Issue 26

SEC/CORPORATE – SEC Division of Corporation Finance Issues C&DIs on Application of Rule 701 – On June 23, the Staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission...more

SEC Staff Issues Revised Non-GAAP Financial Measures Interpretive Guidance

On May 17, 2016, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “SEC Staff”) revised existing interpretive guidance contained in its Compliance and Disclosure Interpretations relating...more

Non-GAAP Financial Measures – Agenda Item for Upcoming Audit Committee Meetings

On June 27, 2016, SEC Chair Mary Jo White delivered a speech, which focused, in part, on non-GAAP financial measures, which have become the new old “hot button” issue for the SEC. Chair White strongly urged companies to...more

SEC Issues C&DIs for Securities Act Rule 701

On June 23, 2016, the SEC Division of Corporation Finance (the “Division”) issued new Compliance and Disclosure Interpretations (“C&DIs”) for Securities Act Rule 701. The new C&DIs address the exemption for offers and sales...more

SEC Non-GAAP Guidance: Impact on Earnings Releases, SEC Reports and Other Disclosures

As discussed in our recent client alert “SEC Issues Important Non-GAAP Interpretations” (May 19, 2016), the SEC recently released a series of new C&DIs on the use of non-GAAP financial measures by reporting companies and new...more

Re-evaluating Your Company’s Use and Presentation of Non-GAAP Financial Measures

At a Glance: In May, the Securities and Exchange Commission (the “SEC”) added twelve new Compliance and Disclosure Interpretations (“C&DIs”) on the use of non-GAAP (“Generally Accepted Accounting Principles”) financial...more

[Webinar] SEC's New Guidance on Non-GAAP Financial Measures - June 27th, 4p.m. EDT

On May 17, 2016, the Securities and Exchange Commission issued significant new and updated Compliance & Disclosure Interpretations (C&DIs) regarding the use of Non-GAAP Financial Measures, including several new...more

SEC Updates Guidance on Non-GAAP Financial Reporting

On May 17, 2016, the Securities and Exchange Commission (SEC) released updated Compliance and Disclosure Interpretations (C&DIs) related to the use of non-GAAP (Generally Accepted Accounting Principles) financial measures in...more

SEC Compliance and Disclosure Interpretations on Regulation CF Crowdfunding

The SEC's Division of Corporation Finance recently released Compliance and Disclosure Interpretations (“C&DIs”) regarding its interpretations of Regulation Crowdfunding. While C&DIs are not rules, regulations, or statements...more

SEC Guidance on Reg G: Q&A with Howard Berkenblit

On May 17, 2016, the SEC issued new Compliance & Disclosure Interpretations related to Regulation G. The Podium discussed the new guidance on the reporting of non-GAAP financial measures with Sullivan & Worcester Partner...more

Non-GAAP Financial Disclosures – Redux

Prefaced by public statements of SEC officials about improper use of non-GAAP financial measures, the Staff of the Division of Corporation Finance issued new and revised Compliance & Disclosure Interpretations (“C&DIs”) on...more

General Solicitation under Rule 506(b) after Citizen VC: Part 2

Should it Matter Who Makes the Solicitation? - Before Citizen VC, the pre-existing business relationship pathways of permissible general solicitation, despite the obvious benefits and advantages, were not widely traveled...more

General Solicitation under Rule 506(b) after Citizen VC: Part 1

On August 6, 2015, without fanfare, the SEC Division of Corporation Finance issued an interpretative letter to Citizen VC and posted several updates to the Division’s Compliance and Disclosure Interpretations (the “Companion...more

Non-GAAP measures - expecting an SEC crackdown

During the past few months, members of the SEC staff have been foreshadowing a renewed focus on enforcement of reporting of financial metrics and the use of “non-GAAP” financial measures by companies in the capital raising...more

SEC Issues C&DIs and Small Entity Compliance Guides for Crowdfunding

On May 13, 2016, the SEC issued new Compliance and Disclosure Interpretations (“C&DIs”) on Rules 100 (Crowdfunding Exemption and Requirements), 201 (Disclosure Requirements), 204 (Advertising) and 205 (Promoter Compensation)...more

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

Last week, the Securities and Exchange Commission (SEC) released several new and revised Compliance and Disclosure Interpretations (C&DIs) related to the use of non-GAAP financial measures under Regulation G and Item 10(e) of...more

Applying the New SEC Staff Guidance on Non-GAAP Measures to Your Next Earnings Announcement

On May 17, 2016, the SEC’s Division of Corporation Finance escalated the SEC’s efforts to curb perceived misuse of non-GAAP financial measures with the issuance of a revised set of Compliance and Disclosure Interpretations...more

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