Financial Statements Securities & Exchange Commission

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"SEC Issues Concept Release Seeking Feedback on Business and Financial Disclosure Requirements"

On April 13, 2016, the U.S. Securities and Exchange Commission (SEC) issued a concept release seeking feedback on ways to modernize the business and financial disclosure requirements of Regulation S-K. The 341-page release...more

Recent SEC Enforcement Actions and Public Commentary Demonstrate the Commission’s Continued Focus on Internal Control Failures

We have previously written about how, over the past few years, the SEC and other regulatory agencies have devoted substantial resources to investigations regarding allegations that public companies have inadequate internal...more

Second Circuit Adopts Actual-Knowledge Standard for MD&A Disclosures

The Second Circuit held yesterday that Item 303 of SEC Regulation S-K requires issuers to disclose only those trends, events, or uncertainties about which the issuer has actual knowledge, rather than those matters about which...more

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

2016 IPO Report

Our 2016 IPO Report offers a detailed analysis of, and outlook for, the IPO market, plus useful IPO market metrics. We look at rates of adoption of JOBS Act relief by emerging growth companies, and recent FAST Act amendments...more

NYSE Listed Foreign Private Issuers Now Required to Submit Unaudited Semiannual Financial Information

The New York Stock Exchange (NYSE) recently proposed to amend the NYSE Listed Company Manual to require foreign private issuers listed on the NYSE to furnish with the U.S. Securities and Exchange Commission (SEC) semiannual...more

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

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

NYSE Rule Requiring Foreign Private Issuers to Submit Semi-Annual Unaudited Financial Information on Form 6-K is Now Effective

The NYSE’s proposed rule requiring foreign private issuers (“FPIs”) to submit semi-annual unaudited financial information on Form 6-K was filed with the SEC and took effect on February 19, 2016....more

SEC Files Financial Fraud and Unregistered Securities Actions

The Commission filed two administrative proceedings this week. One centers on false entries made in the books and records of a broker dealer. It will be set for hearing. In the Matter of Jason Maiher, Adm. Proc. File No....more

NYSE to Require Foreign Private Issuers to File Semiannual Financial Statements on Form 6-K

The SEC has approved an NYSE rule change which will require foreign private issuers to file semiannual financial statements on Form 6-K. Foreign private issuers are not currently subject to any SEC rule that specifically...more

The SEC is focusing its enforcement and investigation efforts on preparers and auditors of financial statements, Mary Jo White...

In a recent address, SEC Chair Mary Jo White stated that the SEC had focused its reinvigorated investigation and enforcement efforts on holding preparers and auditors accountable for their work on financial statements. She...more

House Committee on Financial Services Approves Bill Exempting Smaller Reporting Companies from Filing Financial Data in XBRL

On January 28, 2016, the House Committee on Financial Services reported favorably on the Small Company Disclosure Simplification Act. The bill has been scheduled for consideration by the full U.S. House of Representatives. ...more

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

Important Dates and Reminders for Investment Advisers, Exempt Reporting Advisers, Commodity Trading Advisors and Commodity Pool...

Investment Advisers - Annual Compliance Reviews: All investment advisers registered with the Securities and Exchange Commission (“SEC”) or The Commonwealth of Massachusetts are required to review their...more

Financial Statement Requirements in US Securities Offerings: What You Need to Know

The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more

SEC Adopts Rules Implementing Forward Incorporation in Form S-1 and Streamlined Financial Statement Requirements for Emerging...

As summarized in our recent client alert “FAST Act Brings Additional Benefits for Emerging Growth Companies and New Resale Exemption,” President Obama signed the Fixing America’s Surface Transportation Act ("FAST Act"),on...more

New Crowdfunding Rules for Issuers: Opportunities or Landmines? - Part II

This is the second of our blog posts exploring Regulation Crowdfunding and its provisions before the final rules become effective on May 16, 2016. Issuer Requirements - Certain Issuers Ineligible for...more

Congress Takes the FAST Lane to Important Securities Reforms

On December 4, 2015, the President signed the Fixing America's Surface Transportation Act, better known as the FAST Act, which had been approved by a bipartisan Congress. The FAST Act (also referred to in the media as the...more

SEC Division of Corporation Finance Issues New C&DIs on FAST Act

As previously reported, President Obama signed into law the Fixing America’s Surface Transportation Act (FAST Act) on December 4. The transportation bill includes several provisions related to securities laws and...more

Get Ready to Be Clawed, With the SEC's Blessing, and It May Cost You Dearly

Imagine you are a former executive of a public company, where your role was unrelated to the preparation of its financial statements, and you are notified years after leaving the company that it will be pursuing the return of...more

Cooperation: SEC Misses An Opportunity to Define What Is Expected, What is Gained

The SEC regularly touts the benefits of cooperation, encouraging companies and individuals to self-report and cooperate with its investigations. Since cooperation is typically tied to the facts and circumstances of the case,...more

Blog: Corp Fin Posts Two FAST Act CDIs

The SEC has posted two new CDIs interpreting provisions of the FAST Act.  Both relate to Section 71003, which allows EGCs to omit from their registration statements certain historical financial statements....more

SEC Wants to Know Where You Are at on Revenue Recognition

Members of the SEC and staff gave various presentations at the 2015 AICPA Conference on Current SEC and PCAOB Developments. Much of it contains practical guidance. Speaking to the new accounting standard on revenue...more

Staff Posts C&DIs on FAST Act

See below guidance from the Staff of the Securities and Exchange Commission. Question 1 - Question: May an EGC issuer omit interim financial statements from its filing or submission for a period that has financial...more

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