Publicly-Traded Companies

News & Analysis as of

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

New Law: Has Your PA Corporation Updated its Bylaws?

It is now almost one year since the Associations Transaction Act came into effect in Pennsylvania on July 1, 2015. It is a good time to ask the question: Has your Pennsylvania corporation updated its Bylaws? ...more

SEC Non-GAAP Guidance: Impact on Earnings Releases, SEC Reports and Other Disclosures

As discussed in our recent client alert “SEC Issues Important Non-GAAP Interpretations” (May 19, 2016), the SEC recently released a series of new C&DIs on the use of non-GAAP financial measures by reporting companies and new...more

[Webinar] SEC's New Guidance on Non-GAAP Financial Measures - June 27th, 4p.m. EDT

On May 17, 2016, the Securities and Exchange Commission issued significant new and updated Compliance & Disclosure Interpretations (C&DIs) regarding the use of Non-GAAP Financial Measures, including several new...more

Blog: The Financial CHOICE Act Would Dismantle A Whole Lot More In Dodd-Frank Than Just Financial Regulation

by Cydney Posner There has been a fair amount of press regarding the Financial CHOICE Act, a new bill sponsored by Jeb Hensarling, Chair of the House Financial Services Committee. The actual bill has not yet been released,...more

Waivers of Ownership Limitation Provisions in REIT Charters

I. Why Do REITs Have Ownership Limits in the First Place? - Ownership limitation provisions are designed primarily to protect one of a REIT’s most valuable assets – its status as a REIT under the federal income tax...more

Indonesia’s New 2016 Negative List

On 18 May 2016, the Indonesian Government enacted Presidential Regulation No. 44 of 2016, which sets out the new negative investments list (the “2016 Negative List”) and revokes the 2014 Negative List. The 2016 Negative List...more

PCAOB Reproposes Enhanced Auditor Reporting Standard

On May 11, the Public Company Accounting Oversight Board unanimously agreed to repropose a revised auditing standard governing the contents and form of the audit report delivered by registered public accounting firms in their...more

The SEC Amends Form 10-K

Yesterday, the SEC issued an interim final rule amending Form 10-K pursuant to section 72001 of the FAST Act. That section required the SEC to allow issuers to include summary sections in their annual reports on Form 10-K as...more

New OJK Regulation on Indonesian Securities Companies

The Indonesian Financial Services Authority (Otoritas Jasa Keuangan - "OJK") has recently issued Regulation No. 20/POJK.04/2016 ("Regulation 20/2016") on the Licensing of Securities Companies that Conduct Business Activities...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 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

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