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
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
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
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
It’s not too often we see Dick Clark and Ryan Seacrest mentioned in SEC comments, so this recent SEC comment letter issued to Planet Fitness caught our attention. The Staff’s letter to Planet Fitness indicates that it...more
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
While monitoring SEC comment letters, we recently came across the batch of SEC comment letters issued to Uber Technologies, Inc. in connection with its IPO registration statement that was declared effective on May 9, 2019. ...more
6/19/2019
/ Financial Statements ,
Initial Public Offering (IPO) ,
Non-GAAP Financial Measures ,
Regulation S-K ,
Regulation S-X ,
Regulatory Requirements ,
Reporting Requirements ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC) ,
Securities Transactions ,
Technology Sector ,
Uber
Usually this blog is reserved for matters involving corporate and securities law rather than updates in the accounting standards, but the email alert from the Financial Accounting Standards Board (FASB) that I received...more
I recently presented to the Corporate & Securities Law Committee of the Association of Corporate Counsel (ACC) on the topic entitled “Behind the SEC Curtain: Practical Tips for Interacting with the SEC Staff.”
The...more
4/23/2018
/ Disclosure ,
EDGAR ,
Filing Requirements ,
Financial Statements ,
Form 10-K ,
Investigations ,
New Rules ,
Proposed Rules ,
Proxy Statements ,
Registration Statement ,
Regulation S-K ,
Screening Procedures ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC)
Update as of December 6, 2017: Congress and the President are nearing the finish line for significant tax reform with the likelihood of passing by the end of the year. Since it has the potential to significantly change the...more
12/7/2017
/ Alternative Minimum Tax ,
Balance Sheets ,
Business Assets ,
Business Taxes ,
Carry Forward ,
Corporate Taxes ,
Financial Institutions ,
Financial Statements ,
Income Taxes ,
Net Operating Losses ,
Tax Code ,
Tax Credits ,
Tax Liability ,
Tax Rates ,
Tax Reform ,
Trump Administration