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Securities and Exchange Commission (SEC) CD&I

Seyfarth Shaw LLP

Securities and Exchange Commission Pay Versus Performance Updates

Seyfarth Shaw LLP on

Seyfarth Synopsis:  As reporting companies prepare their Pay Versus Performance (PVP) disclosures for their upcoming proxy statements, they should take into consideration the most recent guidance on the topic in Securities...more

Paul Hastings LLP

Public Company Watch: October 2023

Paul Hastings LLP on

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

Bass, Berry & Sims PLC

Non-GAAP Comment Letters: SEC Areas of Focus

Bass, Berry & Sims PLC on

On December 13, 2022, the Securities and Exchange Commission (SEC) issued seven new or revised Compliance and Disclosure Interpretations (C&DIs) on topics regarding the use of non-GAAP financial measures in SEC filings....more

Troutman Pepper

SEC's Division of Corporation Finance Revises CD&Is on Non-GAAP Financial Measures

Troutman Pepper on

On December 13, the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance staff (the staff) updated its Compliance & Disclosure Interpretations (CD&Is), concerning the use of non-generally accepted...more

WilmerHale

SEC Updates Non-GAAP Compliance and Disclosure Interpretations

WilmerHale on

On Tuesday, the SEC’s Division of Corporation Finance posted updated Compliance and Disclosure Interpretations (C&DIs) regarding Non-GAAP Financial Measures. A summary of the specific changes is set out below, followed by...more

Mayer Brown Free Writings + Perspectives

New SEC CD&Is Impacting Mergers and Acquisitions

On March 22, 2022, the staff (Staff) of the US Securities and Exchange Commission (SEC) issued six compliance and disclosure interpretations (CD&Is) impacting mergers and acquisitions. Two of the new CD&Is relate to Item 1.01...more

BCLP

Key Takeaways and Reminders for 2021 Form 10-K and Proxy Season

BCLP on

The new year is well underway, and calendar year filers are knee deep in Form 10-K and proxy planning and drafting. Highlighted below are some of the key issues and changes that companies should consider as they continue work...more

Mayer Brown Free Writings + Perspectives

SEC Staff Guidance on Private Equity Line Financings

The Staff of the Division of Corporation Finance of the Securities and Exchange Commission released a new Compliance & Disclosure Interpretation, 139.13, relating to equity lines, and has withdrawn several C&DIs. ...more

Kramer Levin Naftalis & Frankel LLP

New CDI Clarifies the Form S-3 Eligibility of Companies That Go Public via Merger into a SPAC

On Sept. 21, 2020, SEC’s Division of Corporation Finance (Corp Fin) posted a Compliance and Disclosure Interpretation (CDI) regarding restrictions on Form S-3 eligibility for private companies that go public via merger into a...more

Mayer Brown Free Writings + Perspectives

Staff Guidance on Perquisites in a Pandemic

The Staff of the Securities and Exchange Commission Division of Corporation Finance provided guidance regarding evaluation of whether a benefit provided to a company’s executive officer is a perquisite or a personal benefit. ...more

Goodwin

Federal Reserve Proposes Rules To Modernize Regulations That Implement CRA

Goodwin on

In the News. The Board of Governors of the Federal Reserve System (Federal Reserve) proposed rules to modernize the regulations that implement the Community Reinvestment Act (CRA); the Conference of State Bank Supervisors...more

Mayer Brown Free Writings + Perspectives

SEC Staff Guidance on SPACs

Given the proliferation of SPAC IPOs (about which we have previously posted) and de-SPACing transactions, and the complexity of the SEC rules related to former shell companies, like SPACs, it is no surprise that practitioners...more

BCLP

SEC Issues New COVID-19 Guidance: Health-Related or Personal Transportation Benefits May Be Perqs

BCLP on

The SEC Division of Corporate Finance yesterday issued new Regulation S-K guidance, CD&I 219.05, to help public companies determine whether benefits provided to executive officers because of COVID-19 should be disclosed as...more

Akin Gump Strauss Hauer & Feld LLP

SEC Extends COVID-19 Regulatory Relief for Public Companies, Funds and Investment Advisers and Issues Additional Guidance

Extension of COVID-19 Regulatory Relief - On March 25, 2020, the Securities and Exchange Commission (SEC) extended regulatory relief... for certain Exchange Act reports (including Form 10-Ks and Form 10-Qs) with an...more

Akin Gump Strauss Hauer & Feld LLP

Corp Fin Publishes New C&DIs Clarifying Inline XBRL Rules

On August 20, 2019, the Division of Corporation Finance (Corp Fin) of the Securities and Exchange Commission (SEC) published new Compliance and Disclosure Interpretations (C&DIs) regarding the Inline XBRL rules. eXtensible...more

Mayer Brown Free Writings + Perspectives

Disclosure of Board Self-Identified Diversity Characteristics

On February 6, 2019, the staff of the US Securities and Exchange Commission (SEC) issued two identical Regulation S-K compliance and disclosure interpretations (C&DIs)...more

Kilpatrick

Keep Your Eye On The Non GAAP Ball

Kilpatrick on

A recent enforcement action by the SEC against ADT, Inc. shows that compliance with Non-GAAP financial measure regulations still needs some work and that the SEC is still closely watching the area. The SEC has been very...more

Mayer Brown Free Writings + Perspectives

SEC Releases C&DIs Regarding Regulation Crowdfunding

On September 25, 2018, the Securities and Exchange Commission’s (“SEC”) Division of Trading and Markets released Compliance and Disclosure Interpretations (“C&DIs”) to frequently-asked questions regarding Regulation...more

Dorsey & Whitney LLP

Effective Date for Disclosure Simplification

Dorsey & Whitney LLP on

On August 17th, the SEC adopted amendments updating and simplifying disclosure rules. See our prior summaries here and here. The rules have finally been posted today in the Federal Register, which makes them effective...more

Locke Lord LLP

CorpFin Provides Relief on Effectiveness of “Disclosure Simplification” Rules

Locke Lord LLP on

As discussed in more detail in our QuickStudy (available here), on August 17, 2018 the Securities and Exchange Commission (the “SEC”) adopted numerous amendments to its disclosure requirements that were intended to simplify...more

Stinson - Corporate & Securities Law Blog

SEC Issues C&DIs on Exempt Solicitations

We recently noted a shareholder proponent had been making aggressive use of Notices of Exempt Solicitation on EDGAR. ...more

Eversheds Sutherland (US) LLP

SEC Staff Provides Disclosure and Accounting Guidance in Response to Recent Tax Reform Legislation

On December 22, 2017, President Trump signed into law tax legislation commonly referred to as the Tax Cuts and Jobs Act (the Tax Bill). The Tax Bill made significant changes to corporate taxation, including, among other...more

Stinson - Corporate & Securities Law Blog

SEC Guidance on Accounting for the Tax Cuts and Jobs Act and Form 8-K Obligations

As Christmas Eve approached with vacations and holiday shopping in full swing, President Trump signed the Tax Cut and Jobs Act and the SEC promptly issued guidance to public companies on related accounting matters. Perhaps...more

Stinson - Corporate & Securities Law Blog

New SEC C&DIs on Non-GAAP Financial Measures for Business Combinations

The SEC staff has issued two new Compliance and Disclosure Interpretations, or CD&Is, on non-GAAP financial measures in the context of business combinations....more

Fenwick & West LLP

CEO Pay Ratio Rule: New SEC Advice Helps Companies Prepare to Comply

Fenwick & West LLP on

Having recently affirmed that there will be no postponement of the 2018 effective date for CEO pay ratio disclosure, the U.S. Securities and Exchange Commission on Sept. 21 issued interpretive guidance to assist companies in...more

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