The ongoing COVID-19 pandemic has resulted in unprecedented and rapidly evolving disruptions to public companies’ businesses, financial condition, and results of operations, as well as broad-based economic dislocation and...more
The Situation: In an effort to modernize, simplify, and enhance certain financial disclosure requirements in Regulation S-K, the U.S. Securities and Exchange Commission ("SEC") proposed certain amendments on January 30,...more
Less than a week after the U.S. Securities and Exchange Commission ("SEC") rejected a proposed rule change to permit primary capital raising in direct listings, the New York Stock Exchange ("NYSE") submitted an updated...more
12/27/2019
/ Capital Raising ,
Direct Listing ,
Initial Public Offering (IPO) ,
Investment Banks ,
Listing Rules ,
NYSE ,
Popular ,
Privately Held Corporations ,
Proposed Amendments ,
Proposed Rules ,
Registration Statement ,
Securities and Exchange Commission (SEC) ,
Valuation
On December 6, 2019, the U.S. Securities and Exchange Commission rejected a proposed New York Stock Exchange ("NYSE") rule change that would allow companies to raise capital in a direct listing...more
12/13/2019
/ Capital Raising ,
Direct Listing ,
Initial Public Offering (IPO) ,
Investment Banks ,
Listing Rules ,
NYSE ,
Popular ,
Proposed Amendments ,
Proposed Rules ,
Registration Statement ,
Securities and Exchange Commission (SEC) ,
Valuation
The Situation: Direct listings, through which a company lists its shares on a national stock exchange without conducting a traditional initial public offering ("IPO"), have received significant attention from the media and...more
12/6/2019
/ Capital Raising ,
Direct Listing ,
Initial Public Offering (IPO) ,
Investment Banks ,
Listing Rules ,
NYSE ,
Proposed Amendments ,
Proposed Rules ,
Registration Statement ,
Securities and Exchange Commission (SEC) ,
Valuation
The Situation: As part of the U.S. Securities and Exchange Commission's ("SEC") continued focus on reforming the proxy process, the SEC proposed new amendments to modernize the shareholder proposal rule, Rule 14a-8 of the...more
12/3/2019
/ Corporate Governance ,
Investment Adviser ,
Proposed Amendments ,
Proposed Rules ,
Proxy Advisory Firms ,
Proxy Voting Guidelines ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals ,
Shareholders
The Situation: In an effort to update the rules to improve disclosures for investors and to simplify compliance efforts for registrants, the U.S. Securities and Exchange Commission ("SEC") has proposed amendments to modernize...more
The Situation: In recent years, the overall framework for exempt offerings has shifted as new exemptions from the registration requirements of the Securities Act of 1933 ("Securities Act") have been introduced and existing...more
7/5/2019
/ Accredited Investors ,
Capital Formation ,
Capital Markets ,
Capital Raising ,
Exemptions ,
Investors ,
Registration Requirement ,
Safe Harbors ,
Secondary Markets ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
The Situation: The U.S. Securities and Exchange Commission ("SEC") proposed amendments to the definitions of "accelerated filer" and "large accelerated filer" under the Securities Exchange Act of 1934.
The Result: The...more
The Situation: The U.S. Securities and Exchange Commission ("SEC") adopted amendments to modernize and simplify disclosure requirements in Regulation S-K and certain related rules and forms.
The Result: The amendments seek...more
4/5/2019
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-K ,
Investment Adviser ,
Investment Companies ,
MD&A Statements ,
Personally Identifiable Information ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
A proposed rule change would provide increased flexibility to issuers seeking to communicate with institutional investors earlier in the offering process.
On February 19, 2019, the U.S. Securities and Exchange Commission...more
The Situation: The U.S. Securities and Exchange Commission ("SEC") adopted amendments to Regulation S-K, Regulation S-X, and related rules and forms to update and streamline disclosure and ease unnecessary compliance burdens...more
9/13/2018
/ Amended Regulation ,
Disclosure Requirements ,
Financial Reporting ,
Financial Statements ,
GAAP ,
IFRS ,
MD&A Statements ,
PSLRA ,
Regulation S-K ,
Regulation S-X ,
Securities and Exchange Commission (SEC)
The Situation: SEC Staff has provided guidance regarding accounting and disclosure issues arising from the Tax Cut and Jobs Act.
The Result: The guidance addresses situations in which ASC Topic 740 accounting cannot be...more
The Situation: In an effort to reduce compliance and cost burdens, the SEC has proposed amendments to some of the rules and forms associated with Regulation S-K.
The Result: The proposed modifications relate to property...more
"NEW GAAP" REVENUE RECOGNITION - In 2014, the U.S. Financial Accounting Standards Board ("FASB") issued new revenue standards under Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers...more
10/9/2017
/ Accounting Standards ,
COSO ,
Disclosure Requirements ,
FASB ,
Financial Reporting ,
GAAP ,
ICFR ,
Investors ,
LinkedIn ,
Materiality ,
Microsoft ,
Revenue Recognition Standard ,
Securities and Exchange Commission (SEC)