We previously blogged here about the proposed Securities and Exchange Commission (SEC) amendments to Rule 10b5-1 trading plans. As the amendments have now been unanimously adopted, below are some answers to frequently asked...more
As proxy preparation season approaches, the SEC’s new pay versus performance (PVP) disclosure rules will present new and unique challenges for many public companies...more
Along with equal prominence, probably one of the most often non-GAAP comments we see issued by the U.S. Securities and Exchange Commission (SEC) Staff involves its objection to adjustments that it believes substitute...more
On March 9, the Securities and Exchange Commission (SEC) proposed rules and amendments to enhance and standardize public companies’ disclosures regarding cybersecurity risk management, strategy, governance, and incident...more
On December 15, the Securities and Exchange Commission (SEC) proposed enhanced disclosure requirements and amendments to the rules regarding issuer share repurchases and Rule 10b5-1 plans. The proposals related to Rule 10b5-1...more
As we’ve previously blogged, in November 2020, the Securities Exchange Commission (SEC) adopted amendments to the Regulation S-K items related to Management’s Discussion and Analysis (MD&A) as well as certain selected...more
10/8/2021
/ Amended Rules ,
Disclosure Requirements ,
Filing Deadlines ,
Financial Statements ,
MD&A Statements ,
New Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
It is probably safe to say that most public companies have experienced the difficult situation of needing to issue preliminary financial results after the quarter ends but before the customary date that financial results...more
Late last year, the Securities and Exchange Commission (SEC) adopted amendments to modernize the description of business, legal proceedings, and risk factor disclosures that registrants are required to make according to...more
It should come as no surprise to readers of our blog that public companies often expend significant resources each year on managing litigation matters. As a result, perhaps it is natural that some companies might want to...more
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
Following up on our prior blog post regarding 2020 first quarter COVID-19 adjustments in connection with the presentation of non-GAAP financial measures, we surveyed 102 S&P 500 companies who presented Adjusted EBITDA in...more
On November 19, the Securities and Exchange Commission (SEC) continued its brisk pace of end-of-year rulemaking by approving amendments to Items 301, 302 and 303 of Regulation S-K, which collectively govern the disclosures of...more
12/9/2020
/ Corporate Governance ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Form 10-K ,
Item 303 ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Over the past eight months of this pandemic, we have all seen the rise of e-commerce as a vital necessity for most companies. For many companies, e-commerce has significantly outperformed their existing sales channels and...more
On August 26, the SEC voted to adopt amendments to modernize the description of business (Item 101), legal proceedings (Item 103), and risk factor disclosures (Item 105) that registrants are required to make pursuant to...more
Earlier this year, the Securities and Exchange Commission (SEC) issued interpretive guidance, effective February 25, 2020, regarding the disclosure of key performance indicators and metrics (KPIs) in Management’s Discussion...more
BLUEPRINT FOR AN IPO -
An initial public offering (IPO) is a transaction in which a company’s securities are offered to the public for the first time. Companies go public to raise capital to fuel growth, pay down debt, and...more
On May 21, the SEC finalized amendments to its rules and forms revising the disclosure requirements for financial statements relating to acquisitions and dispositions of businesses, which were adopted in substantially the...more
One thing I appreciate about the SEC comment letter process is that it gives real life examples to what is often discussed hypothetically. Take, for example, cybersecurity and steps management should take when a data incident...more
2/19/2020
/ Corporate Counsel ,
Cyber Incident Reporting ,
Data Breach ,
Data Breach Plans ,
Disclosure Requirements ,
Form 10-K ,
Form 8-K ,
Incident Response Plans ,
Publicly-Traded Companies ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC)
Given the high profile nature of Boeing’s ongoing saga with the grounding of its 737 MAX aircraft, perhaps it should come as no surprise that the Securities Exchange Commission (SEC) Staff was particularly focused on the...more
On August 20th, 2019, the SEC charged TherapeuticsMD Inc., a pharmaceutical company headquartered in Boca Raton, Florida, with violations of Regulation FD based on its sharing of material, nonpublic information with sell-side...more
8/24/2019
/ Abbreviated New Drug Application (ANDA) ,
Cease and Desist ,
Disclosure Requirements ,
Employee Training ,
Enforcement Actions ,
Pharmaceutical Industry ,
Policies and Procedures ,
Public Disclosure ,
Publicly-Traded Companies ,
Regulation FD ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations
Note: We updated this post (originally posted last week) to add new frequently asked questions about when to reference Exhibit 104 in Form 8-Ks and about the phase-in schedule for all companies....more
8/7/2019
/ Accelerated Filers ,
Disclosure Requirements ,
EDGAR ,
Filing Requirements ,
Financial Reporting ,
Form 8-K ,
GAAP ,
Proxy Statements ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
On May 3, 2019, the SEC proposed amendments to its rules and forms which would revise the disclosure requirements for financial statements relating to acquisitions and dispositions of businesses. We believe that most aspects...more
Nearly a year and a half after proposing them, the SEC recently adopted amendments to disclosure requirements for reporting companies, as mandated by the 2015 Fixing America’s Surface Transportation Act (the FAST Act). These...more
4/3/2019
/ Beneficial Owner ,
Confidential Information ,
Disclosure Requirements ,
EDGAR ,
Emerging Growth Companies ,
Final Rules ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-K ,
Hyperlink ,
New Rules ,
Personally Identifiable Information ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
On March 20, 2019, nearly a year and a half after proposing them, the SEC adopted amendments to disclosure requirements for reporting companies, as mandated by the 2015 Fixing America’s Surface Transportation Act (the “FAST...more
3/26/2019
/ Amended Rules ,
Beneficial Owner ,
Disclosure Requirements ,
EDGAR ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-K ,
Hyperlink ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
XBRL Filing Requirements
We previously blogged about the recent SEC disclosure simplification rules. As the rules have now been published in the Federal Register and are set to go effective on November 5, 2018, set forth below are some FAQs on the...more
10/24/2018
/ Disclosure Requirements ,
FASB ,
Filing Requirements ,
Financial Reporting ,
Form 10-Q ,
GAAP ,
New Rules ,
Registration Statement ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
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