News & Analysis as of

C&DIs

Corporate & Financial Weekly Digest, Featuring Topics on SEC/Corporate, CFTC, Derivatives, Brexit and EU Developments

SEC/CORPORATE - SEC Division of Corporation Finance Issues C&DIs on Proxy Rules and Proxy Statements, Overhauling Telephone Interpretations Manual - On May 11, the staff of the Division of Corporation Finance of the...more

The SEC's New C&DI And Cumulative Voting

by Allen Matkins on

Last Friday, the staff of the Securities and Exchange Commission issued 45 new Compliance & Disclosure Interpretations relating to proxy solicitations and related schedules. One of these dealt with the issue of cumulative...more

Corporate & Financial Weekly Digest, Featuring Topics on SEC, Broker/Dealer and UK/EU/Brexit Developments

SEC/CORPORATE - SEC Guidance Expanding Exclusions for Non-GAAP Information - The Securities and Exchange Commission’s Division of Corporation Finance issued two new Compliance and Disclosure Interpretations (C&DI),...more

SEC Issues FAQs on Compensation Plan Proposals Included in Proxy Statements

The SEC has issued a series of frequently asked questions, which in SEC speak are referred to as Compliance and Disclosures Interpretations (or C&DIs for short), on proxy statements and proxy solicitations. ...more

SEC Issues Guidance on Non-GAAP Financial Measures for Business Combination Transactions

by Morrison & Foerster LLP on

On April 4, 2018, the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) published two new Compliance and Disclosure Interpretations (“New C&DIs”) on the use of...more

SEC Clarifies Need for GAAP Reconciliations for Forecasts Used in Business Combinations

The SEC previously noted in a Compliance and Disclosure Interpretation that financial measures included in forecasts provided to a financial advisor and used in connection with a business combination transaction are not...more

SEC Fines Private Company in First Enforcement Action Resulting from Rule 701 Option Grants Investigation

by Fenwick & West LLP on

The U.S. Securities and Exchange Commission brought an action against San Francisco-based Credit Karma on March 12 for issuing employee stock options without a valid registration exemption because the issuer failed to satisfy...more

US Tax Reform—Disclosure Considerations

by White & Case LLP on

On December 22, 2017, tax reform (the "Tax Act")1 was signed into law. The Tax Act will have significant implications for companies, including on their accounting and associated disclosure, as discussed below. The SEC’s...more

SEC Guidance regarding the Tax Cuts and Jobs Act

You may have heard that the Republican tax overhaul (originally known as the Tax Cuts and Jobs Act of 2017) was signed into law on December 22, 2017. That same day, the SEC staff provided helpful disclosure guidance in the...more

It’s Annual Report Time—Recent Developments and Trends for the Preparation of Form 20-F

by Shearman & Sterling LLP on

It is now time for foreign private issuers to prepare their annual reports on Form 20-F. For companies with a calendar year-end, the Form 20-F must be filed with the U.S. Securities and Exchange Commission (the SEC) by 1 May...more

SEC Staff provides Guidance for Public Companies on Tax Cuts and Jobs Act

by Dorsey & Whitney LLP on

On December 22, 2017, the Securities and Exchange Commission announced publication of staff guidance for issuers, auditors, and others to ensure timely public disclosures of the accounting impacts of the Tax Cuts and Jobs Act...more

SEC Staff Guidance for Addressing Impacts of Tax Cuts and Jobs Act

by WilmerHale on

On December 22, 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 (SAB 118) to assist companies comply with applicable accounting rules regarding the impact of the 2017 Tax Cuts and Jobs...more

SEC Staff Provides Guidance on the Tax Accounting Implications of the Tax Cuts and Jobs Act

by Alston & Bird on

Our Securities Group analyzes the Securities and Exchange Commission’s new staff guidance on the accounting impacts U.S. tax reform will have on publicly traded companies and their financial statement disclosures. ...more

SEC Provides Guidance for Accounting Impacts of Tax Reform Law

by Ropes & Gray LLP on

On December 22, 2017, the same day that the President signed into law the Tax Cuts and Jobs Act (the “Act”), the SEC’s Office of the Chief Accountant and Division of Corporation Finance issued guidance to assist with timely...more

The Form 8-Ks That The SEC May Have Overlooked

by Allen Matkins on

As reported by Cydney Posner, Broc Romanek and undoubtedly many others, Corporation Finance staff issued a new Compliance and Disclosure Interpretation addressing whether a re-measurement of a deferred tax asset to...more

SEC Commission Staff Provides Disclosure Guidance for Accounting Impacts of the Tax Cuts and Jobs Act

by Dechert LLP on

The U.S. Securities and Exchange Commission published staff guidance regarding public company disclosure of the accounting impacts of the Tax Cuts and Jobs Act (the Act)....more

Corporate Communicator - 2018 Annual Meeting Season

by Snell & Wilmer on

Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more

SEC Staff Guidance Related to Tax Cuts and Jobs Act

The Staff of the Office of the Chief Accountant and of the Division of Corporation Finance issued SAB 118 in order to provide guidance for issuers as they prepare their financial statements. The staff guidance provides a...more

News Round Up - December 2017

by Morrison & Foerster LLP on

The Short Field Guide to IPOs - For many years, most successful companies followed a relatively predictable capital-raising path. A lot has changed. The companies that tend to pursue IPOs in recent years are more mature,...more

Corporate and Financial Weekly Digest, Featuring Topics on SEC/Corporate, Broker/Dealer, Derivatives, CFTC and UK/Brexit/EU...

FASB Ceases Work on Proposal To Amend Definition of “Materiality” for US GAAP - As previously discussed in the September 1edition of Corporate & Financial Weekly Digest, the Financial Accounting Standards Board (FASB) had...more

More On Disclosure Under SEC Rule 701(e)

by Allen Matkins on

As mentioned yesterday, Corporation Finance (often referred to as “Corp Fin”) recently issued a Compliance & Disclosure Interpretation with respect to the disclosure delivery requirements under Rule 701(e). I find myself...more

SEC's Latest Guidance Clarifies Rule 701 Disclosure Delivery Requirements

by Fenwick & West LLP on

The U.S. Securities and Exchange Commission (SEC) on November 6, 2017, clarified the requirements for delivering financial and other disclosures to employees and other service providers receiving options and other equity...more

Corp Fin’s New Rule 701 C&DI And California’s Compensation Plan Exemption

by Allen Matkins on

Yesterday, Broc Romanek reported that Corp Fin has published a new C&DI addressing the permissibility of electronic delivery of disclosures under Rule 701(e). Readers will recall that Rule 701 is an exemption from the...more

Additional Rule 701 Guidance

On November 6, 2017, the Staff of the Division of Corporation Finance provided additional guidance on Rule 701 by issuing this new Compliance and Disclosure Interpretation, Question 271.25, reprinted below...more

Corporate and Financial Weekly Digest - Volume XII, Issue 42

SEC/CORPORATE - SEC Division of Corporation Finance Issues C&DI Clarifying Exemptions for Non-GAAP Information in Forecasts for M&A Transactions - On October 17, the staff of the Securities and Exchange Commission’s...more

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