Publicly-Traded Companies

News & Analysis as of

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 Issues New C&DIs on the Use of Non-GAAP Financial Measures

On May 17, 2016, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) issued 12 new Compliance & Disclosure Interpretations (C&DIs) regarding the use of non-GAAP financial...more

Corporate and Securities Alert: SEC Releases Additional Guidance Relating to the Use of Non-GAAP Financial Measures

On May 17, the SEC’s Division of Corporation Finance published additional Compliance and Disclosure Interpretations (CDIs) relating to the use of Non-GAAP financial measures in documents filed with or furnished to (for...more

SEC's Division of Corporation Finance Releases New Guidance Related to Non-GAAP Financial Measures

On May 17, 2016, the Division of Corporation Finance of the Securities and Exchange Commission (SEC) issued 12 new or revised Compliance and Disclosure Interpretations (C&DIs) to its existing body of interpretations relating...more

Growing Trend of Companies Staying Private Longer

On May 17, 2016, Fortune Magazine published an article by Geoff Colvin, “Take This Market and Shove It,” examining the growing trend of companies staying private rather than opting for an IPO. The article notes that while...more

Cybersecurity, Boards and Cyber-Board “Experts”: Caution Should Rule

A continuing frequent question from public companies is how a board should be constituted to oversee cybersecurity. Many public companies foist this additional burden on the audit committee. Those large enough to have a...more

SEC Issues Guidance to Tighten Use of Non-GAAP Financial Measures

On May 17, 2016, the SEC’s Division of Corporate Finance issued new Compliance & Disclosure Interpretations (“C&DIs”) regarding the use of non-GAAP financial information by public companies. This attempt to reset the...more

Joe Howell on the PCAOB, Audits and Compliance – Part II

Today we have Part II of my exploration with Joe Howell about the PCAOB and how its work with public company auditors impacts anti-corruption compliance. I asked Howell about auditor rotation and what it means. Howell...more

Joe Howell on the PCAOB, Audits and Compliance – Part I

I recently had the chance to visit with Joe Howell, the Executive Vice President (EVP) of Workiva LLC. Howell has been the Chief Financial Officer (CFO) of a number of public companies, mostly in the technology space, and...more

FASB modifies accounting rules for stock-based compensation

The Financial Accounting Standards Board (FASB) has issued Accounting Standards Update (ASU) 2016-09, Improvements to Employee Share-Based Payment Accounting, which amends ASC Topic 718, Compensation – Stock Compensation. ...more

Rocky Mountain Securities Conference: Corporate Disclosures Reform Next for SEC

Newly proposed reforms to the U.S. Securities and Exchange Commission’s (SEC) disclosure regime would have a dramatic impact on public companies’ current disclosure obligations. Last week during her keynote at the 48th...more

SEC May Change the Disclosure Requirement About Intellectual Property

The SEC’s newly issued Concept Release focuses on the Regulation S-K requirements for business and financial disclosures. The US Securities and Exchange Commission (SEC) issued on April 13 a 341-page Concept Release...more

Treasury Proposes Fundamental New Limitations on Related Party Lending Transactions – With Retroactive Effect!

The U.S. Treasury Department has very recently and unexpectedly released significant guidance that promises, if finalized, to fundamentally limit the circumstances under which related corporations (and, in some cases,...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

Pennsylvania Audits Public Companies for Unclaimed Securities

Holders that use third-party transfer agents, such as Computershare, should check their mailboxes, as they are likely to have a notice from Pennsylvania of an unclaimed property audit. Pennsylvania has engaged...more

Regulation S-K Concept Release: Will the SEC Reform the Norm for Corporate Disclosures?

On April 13, 2016, the SEC published a concept release discussing and seeking public comment on modernizing certain business and financial disclosures required by Regulation S-K, which lays out reporting requirements for...more

When Attorneys General Attack: AGs’ Aggressive Investigation of Climate Change Disclosures, and Getting Your Insurer to Provide...

Who’s afraid of New York’s Martin Act? Right now, a lot of Wall Street and energy industry companies, that’s who. Why are they concerned about the Martin Act? Because it grants the New York State Office of the Attorney...more

Reinventing Public Company Disclosure: SEC Requests Public Comment on Regulation S-K

On April 13, 2016, the U.S. Securities and Exchange Commission (SEC) issued a concept release discussing and requesting public comment on the business and financial disclosure required by Regulation S-K. The concept release...more

"SEC to Focus on Non-GAAP Financial Measures in 2016"

On March 16, 2016, Securities and Exchange Commission Chair Mary Jo White cautioned an audience of industry professionals at the U.S. Chamber of Commerce that the SEC continues to focus on companies’ use of financial measures...more

SEC Takes Steps to Move Corporate Disclosure Into the 21st Century

On April 13, 2016, the Securities and Exchange Commission issued a concept release seeking input from the public on a broad range of questions about the disclosure requirements for periodic reports, with a view toward...more

How Much Is A Lease Worth?

If I got paid a dollar for every time a client asks me “What is this property worth?” then I wouldn’t be writing this blog – I’d be fishing or playing golf. As I tell my clients the market value of real property is what...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

Can a B Corporation Save Your Hometown Company?

Shareholder activists launched a record number of campaigns in 2015—more than 507, compared to 396 in 2012, and 292 in 2014. The most common goal of shareholder activists, expressed in 44.9 percent of the year's campaigns,...more

Important changes to listed companies' and shareholders' disclosure requirements

A new law modifies the existing disclosure requirements applicable to companies trading on an Italian regulated market and companies trading on other EU markets that have elected Italy as a home Member State ("Listed...more

Bass Continues Fishing; Pharma Seeks Sanctuary

It’s time for an update on Kyle Bass’s efforts to rid America of the pharmaceutical patents that support high priced drugs. Between February and September 2015, at least eleven investment funds organized by J. Kyle Bass and...more

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