The Securities and Exchange Commission ends its defense of climate-related disclosure requirements for public companies. On March 6, 2024, the Securities and Exchange Commission (SEC) adopted final rules imposing new...more
The U.S. Securities and Exchange Commission (SEC) continues to scrutinize adjustments to, and presentation of, non-GAAP financial measures.
Recent SEC enforcement actions for allegedly improper and misleading use of...more
12/6/2024
/ C&DIs ,
Compliance ,
Corporate Fines ,
Criminal Penalties ,
Disclosure Requirements ,
EBITDA ,
Enforcement Actions ,
False Statements ,
Fines ,
Form 10-K ,
Form 10-Q ,
Intangible Fixed Assets ,
Investigations ,
Misleading Statements ,
Non-GAAP Financial Measures ,
Regulation G ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934
The rules, originally proposed in March 2022, realign disclosures, marketing practices and other obligations in de-SPAC transactions more closely with traditional IPOs and add increased risk and uncertainty for market...more
3/28/2024
/ Conflicts of Interest ,
Corporate Counsel ,
Disclosure Requirements ,
Enforcement ,
Fairness Standard ,
Final Rules ,
Initial Public Offering (IPO) ,
Investment Company Act of 1940 ,
Liability ,
New Regulations ,
Popular ,
PSLRA ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
Special Purpose Acquisition Companies (SPACs) ,
Underwriting
The rules impose standardized disclosure requirements on public companies beginning as early as 2026 (for fiscal year ending 2025, depending on filer status).
Climate-related disclosures, including in financial statement...more
3/15/2024
/ Annual Reports ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Financial Statements ,
Greenhouse Gas Emissions ,
Renewable Energy ,
Risk Management ,
Risk Mitigation ,
Securities and Exchange Commission (SEC) ,
Severe Weather ,
Transparency
On November 22, 2023, the SEC issued an order postponing the effective date of the Share Repurchase Rule.
Under the Share Repurchase Rule as adopted by the SEC, issuers would be required to disclose daily quantitative...more
Updates from recent U.S. House Committee on Financial Services hearing and proposed legislation -
In light of recent Congressional hearings and proposed legislation, market participants should remain vigilant and prepared...more
The recent statement by the Staff of the SEC (the Staff Statement) will likely impact almost every SPAC or post-de-SPAC entity with warrants in its structure.
SPAC/post-de-SPAC entities should review warrant terms to...more
4/27/2021
/ Accounting Standards ,
Audits ,
D&O Insurance ,
GAAP ,
Initial Public Offering (IPO) ,
Internal Controls ,
Popular ,
Registration Statement ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Special Purpose Acquisition Companies (SPACs) ,
Tender Offers ,
Warrants
Private investments in public equity are likely to become more popular as investors and public companies utilize PIPEs to navigate market turbulence.
In the face of tremendous market uncertainty, PIPE transactions offer...more
4/29/2020
/ Board of Directors ,
CFIUS ,
Conversion ,
Dividends ,
Hart-Scott-Rodino Act ,
Investors ,
Liquidity ,
Nasdaq ,
NYSE ,
PIPEs ,
Publicly-Traded Companies ,
Shareholders ,
Stock Redemption
The SEC has provided conditional regulatory relief regarding filing deadlines and has issued guidance regarding annual meetings to assist public companies impacted by COVID-19. This alert addresses some of the most frequently...more