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Disclosure Requirements Non-GAAP Financial Measures Financial Reporting

Cooley LLP

Non-GAAP Financial Metrics and Disclosures: Regulation G and Item 10(e) of Regulation S-K

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Non-GAAP financial measures are financial metrics that are not based on standard accounting principles but are presented by a company to provide additional insight into its performance. These measures often exclude certain...more

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings: What Non-US Issuers Need to Know - 2025 Edition

Latham & Watkins LLP on

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

Jones Day

SEC Enforcement in Financial Reporting and Disclosure: Summer 2023 Update

Jones Day on

We are pleased to present our latest update on financial reporting and issuer disclosure enforcement activity. This White Paper primarily focuses on the U.S. Securities and Exchange Commission’s (“SEC”) enforcement activity...more

Cooley LLP

Audit committee oversight of non-GAAP financial measures

Cooley LLP on

According to audit firm PwC, non-GAAP financial measures play an important role in financial reporting, “showing a view of the company’s financial or operational results to supplement what is captured in the financial...more

Herbert Smith Freehills Kramer

SEC Announces Enforcement Action for Misleading Non-GAAP Disclosures

The Securities and Exchange Commission (SEC) recently entered into a consent order with IT services company DXC Technology (DXC) with respect to DXC’s alleged violations of the Securities Act and the Exchange Act. The SEC...more

Wilson Sonsini Goodrich & Rosati

SEC Provides Important Updates to Non-GAAP Disclosure Guidance

On December 13, 2022, the staff (Staff) of the U.S. Securities and Exchange Commission (SEC) issued updates and additional explanations to its Non-GAAP Financial Measures Compliance and Disclosure Interpretations (the...more

Goodwin

SEC Publishes New Non-GAAP Financial Measures Guidance as 2022 Year-End Reporting Season Approaches

Goodwin on

On December 13, 2022, the staff of the Division of Corporation Finance (the “staff”) of the Securities and Exchange Commission (the “SEC”) published seven new or revised Compliance and Disclosure Interpretations (“C&DIs”)...more

A&O Shearman

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

A&O Shearman on

It is now time for foreign private issuers (FPIs) 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...more

Stikeman Elliott LLP

OSC Issues Order to Provide Exemption to Federal Financial Institutions from Non-GAAP Disclosure Requirements

Stikeman Elliott LLP on

The Ontario Securities Commission (OSC) recently made an Order to exempt reporting issuers that fall under the definition of “federal financial institution” under the Bank Act from the application of National Instrument...more

Bass, Berry & Sims PLC

Adjusting for Litigation Expenses in a Non-GAAP Financial Measure

Bass, Berry & Sims PLC on

It should come as no surprise to readers of our blog that public companies often expend significant resources each year on managing litigation matters. As a result, perhaps it is natural that some companies might want to...more

A&O Shearman

SEC Issues New COVID-19 Disclosure Guidance

A&O Shearman on

As part of its response to the effects and economic disruption that the novel coronavirus disease 2019 (“COVID-19”) is causing to the worldwide economy, on March 25, 2020, the Division of Corporation Finance of the U.S....more

Bass, Berry & Sims PLC

SEC Enforcement Activity – A Reminder Regarding the “Equal or Greater Prominence” Presentation Requirement of Item 10(e)

Bass, Berry & Sims PLC on

At the end of last year, in an enforcement action brought by the Division of Enforcement of the Securities and Exchange Commission (SEC) against ADT Inc. (ADT), reporting companies were reminded that the SEC continues to...more

Skadden, Arps, Slate, Meagher & Flom LLP

Hong Kong Regulatory Update - July 2019

This edition provides an overview of key regulatory developments in the past three months relevant to companies listed, or planning to list, on The Stock Exchange of Hong Kong Limited (HKEx), and their advisers. In...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Brings Enforcement Action over Disclosure of Non-GAAP Financial Measures in Earnings Releases

Failure to present GAAP financial measures “with equal or greater prominence” to non-GAAP measures results in cease-and-desist order and civil fine - The SEC continues to focus on noncompliant use of non-GAAP financial...more

Proskauer Rose LLP

SEC Brings Enforcement Proceedings on Non-GAAP Financial Disclosure

Proskauer Rose LLP on

The SEC recently instituted cease and desist proceedings relating to a company's use of non-GAAP financial measures, signaling the agency's continued focus on these disclosures, particularly in public company earnings...more

Dorsey & Whitney LLP

SEC Fines ADT Inc. $100k for Non-GAAP Disclosure in Earnings Releases

Dorsey & Whitney LLP on

On December 26, 2018, the SEC filed a cease-and-desist order and fined ADT Inc. (“ADT”) $100,000 for its use of non-GAAP financial measures without giving equal or greater prominence to the comparable GAAP financial measures....more

WilmerHale

SEC Chief Accountant Addresses 2018 Baruch College Financial Reporting Conference

WilmerHale on

In a speech delivered at last week’s 2018 Baruch College Financial Reporting Conference, SEC Chief Accountant Wes Bricker discussed objectives of financial reporting and its importance to the markets. Mr. Bricker revisited...more

WilmerHale

CAQ Releases New Non-GAAP Measures Tool for Audit Committees

WilmerHale on

While the frequency of SEC comments on companies’ disclosure of non-GAAP measures has subsided, it remains important for audit committees to ensure their companies’ disclosures comply with applicable non-GAAP disclosure...more

Akin Gump Strauss Hauer & Feld LLP

SEC Staff Issues New C&DIs Regarding Non-GAAP Measures in Business Combination Context

On October 17, 2017, the Staff of the Securities and Exchange Commission (SEC) issued new Non-GAAP Financial Measures Compliance and Disclosure Interpretations (C&DI) that clarify when financial forecasts used in connection...more

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