News & Analysis as of

Form 10-Q

Third Circuit Affirms Dismissal Of Putative Securities Class Action, Finds No Duty To Disclose An Event Named In A Risk Disclosure...

by Shearman & Sterling LLP on

On August 23, 2017, the United States Circuit Court of Appeals for the Third Circuit affirmed a district court decision dismissing a putative class action against Globus Medical, Inc. (“Globus” or the “Company”), a medical...more

Reminder: SEC Exhibit Hyperlink and HTML Format Rules Become Effective September 1

by Goodwin on

Beginning September 1, 2017, rules adopted in March 2017 by the Securities and Exchange Commission (SEC) will require companies to include active hyperlinks to exhibits in most reports filed with the SEC under the Securities...more

Faulty New Computer System Results in SEC Bringing MD&A Related Charges

The SEC recently brought charges against the CEO and CFO of UTi Worldwide Inc. in a settled enforcement proceeding. The Company was engaged in multinational freight forwarding and logistics operations. In connection with its...more

Early Revenue Recognition Adopters Provide Some Guidance on MD&A Disclosures

I recently wrote a blog on considerations for MD&A disclosures on adoption of the new revenue recognition standard. After learning a few Form 10-Qs had been filed by early adopters, I took a look to see if they lined up with...more

Update Your Cover Pages for Exchange Act Reports, including Forms 10-K, 10-Q and 8-K

by Locke Lord LLP on

As discussed in our recent QuickStudy, the SEC has adopted new rules (in effect as of April 12th) that make changes to the cover pages of Securities Act registration statements (Forms S-1, S-3, S-4, S-8, S-11, F-1, F-3 and...more

"SEC EGC Inflation Adjustments, Other Technical Amendments Now Effective"

As we previously reported, the U.S. Securities and Exchange Commission (SEC) adopted several new rules on March 31, 2017, to effectuate inflation adjustments mandated under the Jumpstart Our Business Startups (JOBS) Act. It...more

The SEC’s Flawed Changes To Exchange Act Forms

by Allen Matkins on

Title I of the Jumpstart Our Business Startups (aka JOBS) Act amended the Securities Act and the Exchange Act to provide some regulatory relief to issuers that qualify as an “emerging growth company”. Recently, the...more

Disclosure Alert: Consider Transitional Disclosure on Revenue Recognition Standard

by Dorsey & Whitney LLP on

The staff of the Securities and Exchange Commission (SEC) continues to encourage companies to provide useful disclosure to investors with regard to the new revenue recognition standard that will apply for reporting periods...more

Trump Risk Factors Begin to Appear in SEC Documents

Risk factors related to uncertainties resulting from possible policies that may be implemented by President-elect Trump have begun to appear in SEC filings...more

SEC Enforcement Actions for Failure to Report Sales of Unregistered Securities

On two successive days, the SEC brought settled enforcement actions against issuers for failure to report sales of unregistered securities. Under Item 1.01 of Form 8-K, a registrant must disclose its entry into a material...more

SEC Proposes to Require Hyperlinks to all Exhibits in Periodic Reports and Registration Statements

by Fenwick & West LLP on

On August 31, the SEC issued proposed amendments to Regulation S-K and Regulation S-T that would require public companies and companies filing registration statements to include in the exhibit index to periodic and current...more

Fizzled Suit Against Target Officers and Directors Raises Question as to the Value of Derivative Claims in Data Breach Cases

In a terse two-page order, Senior District Court Judge Paul Magnuson dismissed derivative claims brought against officers and directors of Target in connection with the 2013 holiday-season data breach. The dismissed claims,...more

First Inline XBRL Filing Made with SEC

Lennar Corporation became the first to make a filing using the SEC’s newly permitted Inline XBRL format in this Form 10-Q. The SEC permitted use of the new format in an order dated June 13, 2016. Inline XBRL requires...more

Examples of Brexit Disclosures in SEC Filings

As Broc Romanek noted on the TheCorporateCounsel.net, a number of SEC filings discussing Brexit have been made. I have noted some of the disclosures below, focusing on those that have been made since the vote result was...more

UK “Leave” Vote Disclosures–What Now?

In case you missed it, the United Kingdom voted last week to leave the European Union. And while this clearly is a huge global development (if the stock markets, currency exchange rates and headline type sizes are any...more

Your daily dose of financial news The Brief – 5.20.16

by Robins Kaplan LLP on

Manhattan USA Preet Bharara’s back in front of the cameras and back on the insider-trading horse with the announcement yesterday of criminal charges against well-known sports bettor Billy Walters and former investment banker...more

How to Prepare for Annual Reporting

by Sullivan & Worcester on

Annual reporting season is once again upon us, so as you dust off your to do list, here are a few of the many important items for in-house counsel to consider during the inevitable flurry of activity in the coming weeks....more

Why Not Let The Market Decide The Frequency Of Earnings Reports

by Allen Matkins on

In an Op-Ed published yesterday by the Wall Street Journal, MIT Senior Lecturer Robert Pozen and Harvard Law School Professor Mark J. Roe  argue for the retention of quarterly earnings reports with some modifications.  They...more

SEC Pay Ratio Rules — A Recipe for Compliance and Model Disclosure

The SEC recently adopted its final pay ratio disclosure rules. Commencing in early 2018, public companies[1] will have to disclose (i) their CEO's total annual compensation, (ii) the median total annual compensation of all...more

2015 Mid-Year Securities Litigation and Enforcement Highlights

by BakerHostetler on

Welcome to the 2015 Mid-Year Report from the BakerHostetler Securities Litigation and Regulatory Enforcement Practice Team. The purpose is to provide a periodic survey, apart from our team Executive Alerts, on matters we...more

Form 10-Q Koans (??)

by Allen Matkins on

Many companies have filed or are about to file their Form 10-Qs for their first quarter.  Thus, it seems an opportune time to present the following koans: - Part IV, Item 15 of Form 10-K instructs the registrant to...more

SEC Brings Enforcement Action Related to Perks

The SEC charged the former CEO of Silicon Valley-based technology firm Polycom Inc. with using nearly $200,000 in corporate funds for personal perks that were not disclosed to investors. It’s the second enforcement action in...more

Omissions Regarding “Known Trends” in a 10-Q Report May Support a Securities Fraud Claim

by Benesch on

If a public company fails to disclose in its quarterly or annual reports trends and uncertainties that it could reasonably expect to have a material impact on revenues, at least one significant federal court has held that the...more

Failure to Disclose Known Trends or Uncertainties in Public Filings May Create Liability Under Section 10(b)

by Foley & Lardner LLP on

On January 12, 2015, the U.S. Court of Appeals for the Second Circuit held in Stratte-McClure v. Morgan Stanley that a failure to make a required disclosure under Item 303 of Regulation S-K in a Quarterly Report on Form 10-Q...more

MD&A Lessons Learned from Broadwind Energy

by Blank Rome LLP on

On February 5, 2015, the Securities and Exchange Commission charged Broadwind Energy, Inc. (Broadwind), its former Chief Executive Officer and its Chief Financial Officer for accounting and disclosure violations that, as the...more

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