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Generally Accepted Accounting Procedures › Regulation S-K

Generally Accepted Accounting Principles (GAAP) are accounting standards and procedures that are used by companies within a particular jurisdiction to prepare financial records and statements. These principles... more +
Generally Accepted Accounting Principles (GAAP) are accounting standards and procedures that are used by companies within a particular jurisdiction to prepare financial records and statements. These principles are intended to create consistency in documentation across companies and industries. Consistent documentation assists investors to better analyze potential investments and assists regulators to detect potential fraud and/or wrongdoing. less -
Husch Blackwell LLP

Lessons from the First Year of Pay vs. Performance Disclosures

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As we approach the 2024 proxy season, companies are preparing for the second year of compliance with the pay vs. performance (PvP) disclosure required under Item 402(v) of Regulation S-K. As a reminder, under Item 402(v) of...more

Dorsey & Whitney LLP

The SEC Amends Policy on Economic Projections, and Issues Final Rules and Additional Guidance for SPACs and Shell Companies

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The SEC on January 24, 2024 adopted final rules amending the disclosure and registration requirements applicable to special purpose acquisition companies (SPACs) and shell companies that register or file reports with the SEC....more

Paul Hastings LLP

Public Company Update: Glass Lewis Releases Updated Guidelines for 2024 Proxy Season

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On November 16, 2023, proxy advisory firm Glass Lewis released its 2024 Proxy Voting Policy Guidelines. The new guidelines apply to shareholder meetings occurring after January 1, 2024. Unsurprisingly, many of Glass Lewis’s...more

Paul Hastings LLP

Public Company Watch: October 2023

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In the October edition of our Public Company Watch, we cover key issues impacting public companies, including the SEC adopting rules modernizing beneficial ownership reporting and short sale reporting, and issuing new C&DIs...more

BCLP

Review of Recent SEC Staff Comments on Pay Versus Performance Table

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As companies prepare for next proxy season, they should review SEC staff guidance on the pay vs. performance table. In addition to recent staff interpretations, as discussed in our October 2, 2023 post and February 22, 2023...more

Paul Hastings LLP

Public Company Watch: September 2023

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In the September edition of our Public Company Watch, we cover key issues impacting public companies, including the SEC’s new C&DIs and sample comment letter; considerations for issuers as they start their Form 10-Q...more

Paul Hastings LLP

Public Company Watch: August 2023

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In the August edition of our Public Company Watch, we cover key issues impacting public companies, including the SEC’s enhanced disclosure requirements regarding cybersecurity risk management, strategy, governance and...more

McGuireWoods LLP

SEC Releases Updated Interpretations Regarding Non-GAAP Financial Measures

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On December 13, 2022, the staff of the U.S. Securities and Exchange Commission (SEC) Division of Corporation Finance released updated Compliance & Disclosure Interpretations (CDIs) regarding the use of financial measures that...more

Wilson Sonsini Goodrich & Rosati

SEC Provides Important Updates to Non-GAAP Disclosure Guidance

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On December 13, 2022, the staff (Staff) of the U.S. Securities and Exchange Commission (SEC) issued updates and additional explanations to its Non-GAAP Financial Measures Compliance and Disclosure Interpretations (the...more

Latham & Watkins LLP

How to Navigate the SEC’s New Clawback Rules

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The rules direct stock exchanges to require issuers that are publicly listed in the US to adopt clawback policies for the mandatory recovery of erroneously awarded incentive compensation... ...more

Goodwin

SEC Adopts Final Rules Requiring Disclosure and Recovery of Erroneously Awarded Incentive-Based Compensation

Goodwin on

​​​​​​​On October 26, 2022, the U.S. Securities and Exchange Commission (“SEC”) adopted regulations (the “final rules”) implementing Section 10D of the Securities Exchange Act of 1934 (“Exchange Act”), which was added by the...more

McCarter & English, LLP

SEC Adopts Pay Versus Performance Disclosure Requirements

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On August 25, 2022, the Securities and Exchange Commission (SEC) adopted pay versus performance disclosure rules that will require public companies to provide extensive information that is intended to demonstrate the...more

Vinson & Elkins LLP

SEC Adopts Final “Pay Versus Performance” Rules

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On August 25, 2022, the Securities and Exchange Commission (the “SEC”) announced that it adopted a final rule requiring companies to disclose information that is intended to reflect the relationship between compensation paid...more

Cooley LLP

SEC Adopts Long-Considered Pay-Versus-Performance Disclosure Rule

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Background On August 25, 2022, the Securities and Exchange Commission (SEC) adopted pay-versus-performance rules (codified in Item 402(v) of Regulation S-K), 12 years after the Dodd-Frank Wall Street Reform and Consumer...more

Vinson & Elkins LLP

SEC's Proposed SPAC Rules: A Closer Look at the Proposed Rules

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On March 30, 2022, the commissioners of the Securities and Exchange Commission (“SEC”) approved much-anticipated proposed rules relating to special purpose acquisition companies (“SPACs”). ...more

Hogan Lovells

Considerações sobre o Guide 3: novos requisitos para instituições financeiras emissoras nos EUA

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Instituições financeiras bancárias passarão a divulgar dados estatísticos em um novo formato, com a substituição do Guide 3 por novas regras de divulgação, de acordo com uma nova subparte do Regulamento S-K. As novas regras...more

Bass, Berry & Sims PLC

Are You Sure That Metric is a Non-GAAP Financial Measure? SEC’s Focus on Key Performance Indicators Continues

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Following the Securities and Exchange Commission’s (SEC) issuance of interpretive guidance regarding the disclosure of key performance indicators and metrics (KPIs) early last year, we’ve been tracking SEC comments in this...more

Troutman Pepper

Key Considerations for the 2021 Reporting Season

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As public companies prepare for the 2021 reporting season, they will need to consider new SEC disclosure requirements and guidance. In addition, public companies must evaluate the impact of the COVID-19 pandemic (COVID-19),...more

Polsinelli

Securities and Exchange Commission Modernizes Disclosure Requirements For Financial Institutions

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On September 11, 2020, the Securities and Exchange Commission (the “SEC”) adopted final rules applicable to banks, bank holding companies, savings and loan associations and savings and loan holding companies that will, among...more

Alston & Bird

SEC Replaces Industry Guide 3 and Modernizes Disclosures for Banking Registrants

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Our Securities Group summarizes the many ways the Securities and Exchange Commission has streamlined some statistical disclosure requirements by replacing the 30-year-old Industry Guide 3 with final rules that update and...more

Proskauer Rose LLP

SEC Issues Guidance on the Use of Key Performance Indicators and Metrics in MD&A

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On January 30, 2020, the Securities and Exchange Commission ("SEC" or "Commission") published interpretive guidance (the "Guidance") that companies should consider when disclosing key performance indicators ("KPIs") and other...more

White & Case LLP

SEC Releases New Guidance on KPIs

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The release of MD&A interpretive guidance on KPIs and metrics reinforces their key role in company disclosure. On January 30, 2020, the US Securities and Exchange Commission (the “SEC”) published guidance on the disclosure...more

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings: What Non-US Issuers Need to Know - 2020 Edition

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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

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings: What You Need to Know - 2020 Edition

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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

Snell & Wilmer

Sec and Reporting Update

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Disclosure Simplification (New Rules in Place). In March 2019, the Securities and Exchange Commission (“SEC”) adopted certain amendments as part of its continuing efforts to modernize and simplify provisions of Regulation...more

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