Form 8-K

News & Analysis as of

Farewell to John Saunders and Welcome to Key Energy FCPA Resolution – Part I

John Saunders died last week. He was a reporter at ESPN and the host of the Sunday talking heads show, the Sports Reporters. The tributes for Saunders came from far and wide. By all accounts, he was one of the most beloved...more

Pharmaceutical Manufacturer’s Possible Settlement Shows Long-Arm of FCA

On Tuesday, August 2, 2016, pharmaceutical and biotech company Shire PLC filed a Form 8-K announcing a possible resolution to an ongoing FCA investigation into the sales and marketing tactics of Shire’s “Dermagraft” skin...more

An Analysis of Nasdaq’s “Golden Leash” Disclosure Rule

On July 1, 2016, the Securities and Exchange Commission (SEC) approved, on an accelerated basis, Nasdaq’s new Rule 5250(b)(3), which requires Nasdaq-listed U.S. companies to publicly disclose any arrangements or agreements...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

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

Tesla, SolarCity and Social Media

Tesla, in an offer to acquire SolarCity, appears to be the first to announce a major proposed acquisition by a blog post. Since an 8-K was also filed, it can’t be sole proof that social media is a recognized distribution...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

SEC's Division of Corporation Finance Updates Non-GAAP Interpretations

In recent months, the Securities and Exchange Commission (the “SEC”) has signaled that the use of non-GAAP measures will be scrutinized closely. Chair Mary Jo White has discussed non-GAAP disclosures in speeches, urging...more

New SEC Staff CDIs Attempt To Reign in Problematic Non-GAAP Disclosure Practices

On May 17, 2016, the SEC Staff updated its non-GAAP Compliance and Disclosure Interpretations, as foreshadowed by recent statements by SEC Chair Mary Jo White and chief accountant James Schnurr, among others. Four new CDIs...more

2016 US Public Company Helpful Checklists

The Public Company short checklist has been update for 2016 information. Please see full Checklist below for more information. ...more

2016 Mergers and Acquisitions Helpful Checklists

The M&A short checklist has been update for 2016 information. Please see full Checklist below for more information. ...more

Securities Law Advisory: SEC Issues Concept Release Seeking Comment on Regulation S-K

At an open meeting of the U.S. Securities and Exchange Commission (SEC) on April 13, 2016, the SEC voted 3-0 to issue a concept release seeking public comment on modernizing certain disclosure requirements of Regulation S-K,...more

Lending Club's Enhanced Relationship with WebBank Comes into Focus

Whether this new approach is accepted by other marketplace lenders who collaborate with banks to originate loans will be something to keep an eye on going forward. Lending Club filed its revised Loan Receivables and Sale...more

"Annual Meeting Proxy Statement Filing Reminders"

Following are a few points to consider when preparing proxy statement materials for filing with the U.S. Securities and Exchange Commission (SEC) in connection with annual shareholder meetings....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

Desktop Reference: 8-K Filing Events

Latham & Watkins has created the Form 8-K Filing Events and Periodic Report Filing Dates Desktop Reference Guide for 2016....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

Mild, Medium or Spicy?—Unwrapping the Chipotle Investigation

Right before Thanksgiving 2015, the news was replete with discussion of outbreaks of E. coli and potential other viruses at Chipotle restaurants. Information concerning the possible danger in consuming food at the popular...more

Employee Benefits Developments - October 2015

The Internal Revenue Service (IRS), consistent with prior regulations from the Department of Health and Human Resources (HHS), issued supplemental proposed regulations requiring employer sponsored health plans to provide...more

NYSE Amends Rules for Release of Material News

Changes to Notification Requirements - Notifications During Pre-Market Hours. Currently, Rule 202.06 requires listed companies to notify the NYSE at least 10 minutes before they release material news “shortly before the...more

New Study Released on the 8-K Trading Gap

On September 7, 2015, a new study on the “8-K trading gap” conducted by researchers at Harvard and Columbia law schools was released. The “8-K trading gap” refers to the four business day period before SEC reporting...more

Blog: Academic Study Shows Insiders Beat The Market In The “8-K Trading Gap”

A new study, reported in the WSJ, showed that corporate insiders consistently beat the market in their companies’ shares in the four days preceding 8-K filings, the period that the researchers called the “8-K trading gap.”...more

SEC Approves Final Rules for Pay Ratio Disclosure

The Securities and Exchange Commission (SEC) adopted the final "pay ratio" disclosure rules to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) at an open meeting on...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

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