The recent SEC enforcement action against ADT Inc. for its failure to comply with the SEC’s equal prominence requirements applicable to non-GAAP financial measures, as outlined in our recent blog post, is a clear reminder...more
10/24/2019
/ C&DIs ,
CD&A ,
EBITDA ,
Enforcement Actions ,
Form 8-K ,
Investor Protection ,
Non-GAAP Financial Measures ,
Proxy Statements ,
Public Disclosure ,
Publicly-Traded Companies ,
Regulation G ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
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
When a public company is contemplating an acquisition, lawyers should consider early in the acquisition process whether the execution of the acquisition agreement and/or the completion of the acquisition may trigger a filing...more
While developments with respect to the Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) section in SEC disclosure documents has garnered less attention in the legal press in recent...more
As equity valuations of public companies remain high in comparison to recent historical norms, the use of public company stock as an acquisition currency by SEC registrants in acquisitions of private companies will continue,...more
11/1/2018
/ 10b5-1 Plans ,
Acquisitions ,
Due Diligence ,
Equity Partners ,
Investors ,
Private Company Shares ,
Publicly-Traded Companies ,
Registration Statement ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Transactions ,
Stock Issuance ,
Stocks
Public companies that engage in capital raising activities from time to time must consider whether it is advisable to have an effective shelf registration statement on Form S-3 on file in advance of raising capital, or...more