News & Analysis as of

CDIs

Blog: Corp Fin Posts New CDI Regarding Safeguards For Electronic Delivery Of Information Under Rule 701

by Cooley LLP on

Yesterday, Corp Fin posted a new CDI 271.25 regarding permissible safeguards for protection of Rule 701(e) disclosures that are furnished electronically. You may recall that Rule 701—which provides an exemption from...more

Blog: Corp Fin Posts Two New CDIs Regarding Non-GAAP Financial Measures In Connection With M&A Transactions

by Cooley LLP on

Corp Fin has posted two new CDIs regarding the use of non-GAAP financial measures in connection with business combinations, summarized below: - Section 101. Business Combination Transactions - Question 101.01 Financial...more

SEC Eases Pay Ratio Rule

by Stinson Leonard Street on

Two pieces of guidance emerged from the Securities and Exchange Commission on September 21, 2017, with respect to the pay ratio rule. The guidance was issued by the Commission and the Commission's Division of Corporation...more

SEC Issues Guidance on Pay Ratio Rule

Two pieces of guidance emerged from the SEC on September 21, 2017, with respect to the pay ratio rule. First, the Commission issued interpretive guidance on the rule. Second, the Division of Corporation Finance also issued...more

Blog: A few new CDIs on Rules 147, 503 and 504, as well as Reg A

by Cooley LLP on

Today, Corp Fin posted a number of new CDIs that reflect updates for the amendments to Rule 147 (intrastate offers and sales) and Reg D Rules 503 and 504, and withdrew some CDIs in light of the repeal of Rule 505. There are...more

Blog: Update on pay-ratio rule

by Cooley LLP on

Rumor has it that, at the recent ABA Business Law Section Annual Meeting in Chicago, Corp Fin Director Bill Hinman confirmed—in case there was any doubt—that the pay-ratio rule would be in place for reporting in 2018. ...more

Blog: Corp Fin Posts New And Updated CDIs Related To Omission Of Financial Information In Registration Statements

by Cooley LLP on

The Corp Fin staff has posted new and updated CDIs related to omission of financial information from registration statements by emerging growth companies and, under the recently expanded guidance that allows non-EGCs to file...more

Blog: Corp Fin Suggests It Will Take A Look At Non-GAAP Disclosure Practices In The Pharmaceutical Industry

by Cooley LLP on

Even important industry players can sometimes run up against brick walls at Corp Fin. In a recent give-and-take with the SEC, Allergan was scolded for its use of certain non-GAAP financial measures in its press releases. ...more

Blog: SEC Charges Company With Violations Of The Rules Related To Non-GAAP Financial Measures

by Cooley LLP on

The Corp Fin staff have been dropping hints for quite a while about potential enforcement actions in connection with abuses of non-GAAP financial measures, and now one has finally materialized. In an Order released today,...more

Blog: CDI salmagundi (QIBs, foreign private issuers, Reg S and more)

by Cooley LLP on

Earlier this month, Corp Fin recently released a slew of new CDIs relating to qualified institutional buyers under Rule 144A as well as all things international. Dedicated to those who like to Below are summaries. Rule...more

Blog: New CDIs Provide Guidance Regarding Tender Offer Rules And Schedules

by Cooley LLP on

Below are summaries of some more new CDIs from Corp Fin, this group relating to the tender offer rules and schedules. Two of the new CDIs provide guidance regarding disclosure of compensatory arrangements for financial...more

Blog: Corp Fin Posts New CDI Related To Integration Under Reg D

by Cooley LLP on

More CDIs from the Corp Fin, one of which, described below, relates to integration under Reg D. There are also three new CDIs relating to Reg A, new 182.12, new 182.13 and new 182.14. Securities Act Rules — Reg D...more

Blog: New CDIs Regarding Registration Fees And Form S-8

by Cooley LLP on

More new CDIs from Corp Fin, some relating to Form S-8 and the computation of registration fees under Rule 457: - Rule 457 – Computation of Fee - Revised 240.11 Rule 457(p) permits filing fees to be transferred only...more

Blog: New CDI regarding “baby shelf” offerings on Form S-3

by Cooley LLP on

Corp Fin has issued a new CDI regarding Form S-3 and limited primary offerings under General Instruction I.B.6., that is, “baby shelf” offerings by issuers with public floats below $75 million. As you may recall, Instruction...more

Blog: Mail Seven Copies Of Your Glossy Annual Report To The SEC? Not Anymore, So Long As….

by Cooley LLP on

Corp Fin has just issued a welcome new CDI under the Proxy Rules and Schedule 14A. As you know, under Exchange Act Rule 14a-3(c) and Rule 14c-3(b), companies must mail to the SEC, “solely for its information,” seven copies of...more

Controversial Debt-Equity Regulations Finalized With Limited Fixes, Concessions and Reservations by Government

On October 13, 2016, Treasury and the IRS issued important new final and temporary regulations (the “Regulations”) under section 385 of the Internal Revenue Code addressing the treatment of intercompany debt for U.S. federal...more

SEC Releases New Interpretations on CEO Pay Ratio Disclosure

by Bracewell LLP on

On October 18, 2016, the staff of the Division of Corporation Finance of the Securities and Exchange Commission published five new Compliance & Disclosure Interpretations (CDIs) related to CEO pay ratio disclosures. The CDIs...more

Blog: Corp Fin Issues New And Revised CDIs On Rule 701 And Rule 144(D)

by Cooley LLP on

More new and revised CDIs from Corp Fin today. This time, the CDIs address Rule 701 and the Rule 144(d) holding period. Rule 701 — Exemption for Offers and Sales of Securities Pursuant to Certain Compensatory Benefit...more

Blog: Corp Fin Posts New CDIs On Pay-Ratio Disclosure

by Cooley LLP on

Corp Fin has just issued several new CDIs regarding pay-ratio disclosure (S-K Item 402(u)). As you probably recall, the pay-ratio provision mandates that the SEC require most public companies to disclose, in a wide range of...more

SEC Publishes FAQs on Pay Ratio Rule

The SEC has published five FAQs on its pay ratio rule – see new questions 128C.01 to 128C.05. As we noted in our checklist of preliminary planning matters for the upcoming proxy season, the pay ratio disclosure need not be...more

Corporate Finance Alert: SEC Staff Continues to Focus on Non-GAAP Financial Disclosures

In recent months, companies have experienced greater scrutiny of their use of non-GAAP financial measures by the staff of the U.S. Securities and Exchange Commission (SEC). This greater scrutiny follows the release earlier...more

Blog: Establishing Disclosure Controls For Non-GAAP Financial Measures

by Cooley LLP on

With the spotlight now on non-GAAP financial measures, companies might find this article in CFO.com to be particularly useful. The article provides practical guidance to help companies establish effective disclosure controls...more

Blog: New CDI Regarding Investments Through A Self-Directed “Brokerage Window” Under A 401(K)

by Cooley LLP on

Today, Corp Fin posted a new CDI under both Securities Act Section 5 and Form S-8. The CDI involves the issue of whether a company-sponsored 401(k) plan that does not offer an employer securities fund as an investment...more

Blog: Study Shows More Restatements And Internal Control Weaknesses Among “Heavy Users” Of Non-GAAP Measures

by Cooley LLP on

The non-GAAP financial measures pile-on continues. Certainly, the SEC has recently been making the public-speaking rounds and issuing CDIs warning companies of its concern about abuses of non-GAAP metrics, such as...more

Blog: Corp Fin Issues Revised CDI Regarding Disclosure About Selling Shareholder Entities

by Cooley LLP on

Last week, Corp Fin revised a CDI regarding disclosure about selling shareholder entities and withdrew another CDI on the same topic. The revised CDI (140.02) expands on the nature of the disclosure required under Reg...more

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