On April 10, 2025, the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance (the Staff) published a Statement on Offerings and Registrations of Securities in the Crypto Asset Markets (the Statement)....more
The SEC Staff has expanded the ability of issuers to make confidential submission of draft registration statements and clarified the procedures for making confidential submissions. This new policy takes effect immediately....more
3/5/2025
/ Capital Formation ,
Corporate Issuers ,
Disclosure Requirements ,
Policy Statement ,
Publicly-Traded Companies ,
Registration Statement ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This User’s...more
1/15/2025
/ Corporate Governance ,
Disclosure Requirements ,
Emerging Growth Companies ,
Financial Reporting ,
Financial Statements ,
Foreign Corporations ,
Form 8-K ,
GAAP ,
Initial Public Offering (IPO) ,
Non-GAAP Financial Measures ,
Non-US Entities ,
Public Offerings ,
Reporting Requirements ,
Rule 144A ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This User’s...more
1/15/2025
/ Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
Emerging Growth Companies ,
Financial Statements ,
Form 8-K ,
GAAP ,
Initial Public Offering (IPO) ,
JOBS Act ,
Non-GAAP Financial Measures ,
Public Offerings ,
Rule 144A ,
Securities Regulation
New SEC Disclosures for Payments to Governments by Oil, Natural Gas, and Mining Companies -
What so-called resource extraction issuers need to know ahead of the September 26, 2024 deadline.
...more
8/14/2024
/ Corporate Governance ,
Disclosure Requirements ,
Energy Exploration ,
Foreign Private Issuers ,
Form SD ,
Mining ,
Natural Gas ,
Oil & Gas ,
Publicly-Traded Companies ,
Resource Extraction ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies
Latham & Watkins, in collaboration with KPMG, has released 2023 guides to the financial statements required for US securities offerings. These companion guides provide US issuers and non-US issuers a roadmap to help navigate...more
1/23/2024
/ Acquisitions ,
Balance Sheets ,
Corporate Governance ,
Corporate Issuers ,
Disclosure Requirements ,
Financial Statements ,
Foreign Private Issuers ,
Form 8-K ,
GAAP ,
Internal Controls ,
MD&A Statements ,
Non-GAAP Financial Measures ,
Public Offerings ,
Publicly-Traded Companies ,
Rule 144A ,
Securities and Exchange Commission (SEC)
Latham & Watkins, in collaboration with KPMG, has released 2023 guides to the financial statements required for US securities offerings. These companion guides provide US issuers and non-US issuers a roadmap to help navigate...more
1/23/2024
/ Corporate Governance ,
Corporate Issuers ,
Disclosure Requirements ,
Financial Statements ,
Foreign Private Issuers ,
Form 8-K ,
GAAP ,
Internal Controls ,
MD&A Statements ,
Public Offerings ,
Publicly-Traded Companies ,
Rule 144A ,
Securities and Exchange Commission (SEC)
The proposals align with the SEC’s recent rule related to the recovery of erroneously awarded incentive compensation.
On February 22, 2023, the Nasdaq Stock Market LLC (Nasdaq) and New York Stock Exchange LLC (NYSE) each...more
3/3/2023
/ Clawbacks ,
Corporate Officers ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Incentive Compensation ,
Listing Standards ,
Nasdaq ,
NYSE ,
Rule 10D-1 ,
Securities and Exchange Commission (SEC)
The SEC provides much-needed guidance on the new pay versus performance disclosure requirements that will be applicable to the current proxy season.
On February 10, 2023, the Staff of the Securities and Exchange Commission...more
2/15/2023
/ C&DIs ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
New Guidance ,
Pay-for-Performance ,
Performance Standards ,
Proxy Season ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This User’s...more
1/11/2023
/ Corporate Governance ,
Disclosure Requirements ,
Emerging Growth Companies ,
Financial Statements ,
Foreign Issuers ,
Form 8-K ,
GAAP ,
Internal Controls ,
Publicly-Traded Companies ,
Rule 144A ,
Securities and Exchange Commission (SEC)
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This User’s...more
The rules direct stock exchanges to require issuers that are publicly listed in the US to adopt clawback policies for the mandatory recovery of erroneously awarded incentive compensation...
...more
11/4/2022
/ Clawbacks ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Financial Reporting ,
Financial Restatements ,
GAAP ,
Incentive Compensation ,
Listing Standards ,
Publicly-Traded Companies ,
Regulation S-K ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
The new rules significantly expand required disclosure of the relationship between executive compensation and performance metrics, effective for the 2023 proxy season.
...more
What the proposed rule would mean for registrants and their filings with the SEC.
The US Securities and Exchange Commission’s proposed climate disclosure rule, approved by a 3–1 vote on March 21, 2022, is the agency’s...more
4/6/2022
/ Business Strategies ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
New Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Reporting Requirements ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The proposed rules would require significant, detailed new climate-related disclosures in annual reports and prospectuses.
On March 21, 2022, by a 3-1 vote, the US Securities and Exchange Commission (the SEC or the...more
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This User’s...more
1/3/2022
/ Acquisitions ,
Balance Sheets ,
Corporate Governance ,
Corporate Issuers ,
Disclosure Requirements ,
Emerging Growth Companies ,
Financial Statements ,
Form 8-K ,
GAAP ,
Internal Controls ,
JOBS Act ,
MD&A Statements ,
Public Offerings ,
Publicly-Traded Companies ,
Rule 144A ,
Securities and Exchange Commission (SEC)
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This User’s Guide...more
1/3/2022
/ Acquisitions ,
Audits ,
Corporate Governance ,
Disclosure Requirements ,
Emerging Growth Companies ,
Financial Statements ,
Foreign Issuers ,
Foreign Private Issuers ,
GAAP ,
Internal Controls ,
JOBS Act ,
MD&A Statements ,
Rule 144A ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
What SEC commentary and the influence of existing frameworks could mean for mandatory climate disclosures in the US.
US Securities and Exchange Commission (SEC) Chair Gary Gensler has publicly stated that the SEC will...more
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This User’s...more
3/2/2021
/ Corporate Governance ,
Corporate Issuers ,
Disclosure Requirements ,
Financial Statements ,
Foreign Issuers ,
Foreign Private Issuers ,
GAAP ,
IFRS ,
MD&A Statements ,
Publicly-Traded Companies ,
Rule 144A ,
Securities and Exchange Commission (SEC)
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This User’s...more
3/2/2021
/ Corporate Governance ,
Corporate Issuers ,
Disclosure Requirements ,
Financial Statements ,
Foreign Private Issuers ,
GAAP ,
MD&A Statements ,
Public Offerings ,
Publicly-Traded Companies ,
Rule 144A ,
Securities and Exchange Commission (SEC)
SEC Filing Deadline Relief for COVID-19 -
The May 5 Update includes Questions 14-17, which relate to FAQs released by the SEC Division of Corporation Finance on May 5 (Corp Fin FAQs).
In addition, the SEC announced...more
On March 25, 2020, the Securities and Exchange Commission (SEC) issued an order (the March 25 Order) that extended its prior order granting relief from SEC key filing deadlines.
The March 25 Order now covers filings due on...more
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This User’s...more
1/13/2020
/ Acquisitions ,
Balance Sheets ,
Corporate Governance ,
Corporate Issuers ,
Disclosure Requirements ,
Emerging Growth Companies ,
Financial Statements ,
Foreign Private Issuers ,
Form 8-K ,
GAAP ,
Internal Controls ,
JOBS Act ,
MD&A Statements ,
Non-GAAP Financial Measures ,
Public Offerings ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Oversight ,
Rule 144A ,
Securities and Exchange Commission (SEC)
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This User’s...more
1/13/2020
/ Acquisitions ,
Balance Sheets ,
Corporate Governance ,
Corporate Issuers ,
Disclosure Requirements ,
Emerging Growth Companies ,
Financial Statements ,
Foreign Private Issuers ,
Form 8-K ,
GAAP ,
Internal Controls ,
JOBS Act ,
MD&A Statements ,
Non-GAAP Financial Measures ,
Public Offerings ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Oversight ,
Rule 144A ,
Securities and Exchange Commission (SEC)
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This User’s...more
1/9/2019
/ Corporate Governance ,
Disclosure Requirements ,
Emerging Growth Companies ,
Financial Statements ,
Foreign Private Issuers ,
Form 8-K ,
GAAP ,
Internal Controls ,
JOBS Act ,
Non-GAAP Financial Measures ,
Publicly-Traded Companies ,
Rule 144A ,
Securities and Exchange Commission (SEC)