Subscribers to our blog know that we monitor EDGAR for new SEC comment letters and enjoy bringing attention to the more interesting ones. In today’s blog post, we bring you three new SEC comment letter exchanges.
•In the...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
As public companies continue to navigate the ongoing economic upheaval caused by the COVID-19 pandemic, opportunistic activist investors may find the resulting economic conditions conducive to accumulating significant...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
Public companies designated as accelerated filers who are preparing their periodic reports for fiscal periods ending on or after June 15, 2020 (i.e., upcoming second quarter 10-Qs for many companies) will be required to...more
A recent SEC comment letter contained an exchange in which the Staff, in connection with a 10-K review, reminded the registrant to give equal prominence to the comparable margins computed on a GAAP basis wherever EBITDA...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
For public companies and for market participants generally, the impacts of the coronavirus (COVID-19) pandemic have been unpredictable, swift, and universal. In a groundbreaking joint statement entitled “The Importance of...more
The Securities Exchange Commission (SEC) recently issued interpretive guidance, effective February 25, 2020, regarding the disclosure of key performance indicators and metrics (KPIs) in Management’s Discussion and Analysis of...more
In a previous blog post, we described the steps some states have taken or are currently taking to permit or facilitate virtual shareholder meetings (i.e., “virtual-only” or “hybrid” meetings) in light of the numerous...more
The Staff of the various Securities Exchange Commission (SEC) divisions, including the Division of Corporation Finance, issued an announcement on March 24, 2020, which provides some flexibility to registrants seeking to...more
In a previous blog post, we discussed the availability of virtual shareholder meetings (i.e., “virtual-only” and “hybrid” meetings) as a potential alternative to the traditional in-person meeting during the 2020 proxy season...more
In a previous blog post, we discussed the availability of virtual shareholder meetings (i.e., “virtual-only” and “hybrid” meetings) as a potential alternative to the traditional in-person meeting during the 2020 proxy season...more
3/16/2020
/ Annual Meeting ,
Bylaws ,
Coronavirus/COVID-19 ,
New Guidance ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Shareholder Proposals ,
Shareholders ,
Virtual Meetings
Across the globe, the coronavirus pandemic (COVID-19) is causing governments, companies, associations and colleges and universities to take unprecedented steps to address the spread and transmission of COVID-19. These steps...more
3/13/2020
/ Annual Meeting ,
Bylaws ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Emergency Management Plans ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Proxy Advisors ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Shareholder Meetings ,
Virtual Meetings
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)
This is a friendly reminder to our clients and friends that 2020 is a leap year, which means there is an extra day in the calendar: February 29, 2020.
Therefore, when updating your internal SEC reporting and proxy...more
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
The Bass, Berry & Sims Corporate & Securities Practice Group recently hosted another in a series of complimentary webinars exploring various public company-related securities law issues.
The most recent Securities Law...more
12/9/2019
/ Best Practices ,
Comment Period ,
Cybersecurity ,
Data Breach ,
Enforcement Actions ,
Fixing America’s Surface Transportation Act (FAST Act) ,
New Guidance ,
New Rules ,
Proposed Amendments ,
Proxy Voting ,
Public Comment ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Testing-the-Waters Communications
In June of this year, the SEC issued a concept release that reviews the framework for exempt offerings, including several exemptions from registration under the Securities Act of 1933 that facilitate capital raising. The...more
11/1/2019
/ American Bar Association (ABA) ,
Capital Formation ,
Harmonization Rules ,
New Rules ,
Private Offerings ,
Proposed Rules ,
Retail Investors ,
Rulemaking Process ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On September 26, 2019, the SEC voted to adopt a new rule that extends a “test-the-waters” accommodation—currently a tool available only to emerging growth companies (EGCs)—to all issuers. The rule will become effective 60...more
10/2/2019
/ Accredited Investors ,
Emerging Growth Companies ,
Institutional Investors ,
Investors ,
New Rules ,
Public Offerings ,
Qualified Institutional Buyers ,
Rule 163B ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Testing-the-Waters Communications
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 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
On August 20, 2019, the SEC staff published new interpretations in the form of Compliance and Disclosure Interpretations regarding Inline XBRL, which affirmed the guidance we previously posted about the new exhibit 104 cover...more
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