News & Analysis as of

Financial Reporting Form 10-K

Goodwin

The Coming Storm: Preparing for The SEC's Final Climate-Related Disclosure Rules

Goodwin on

On March 6, 2024, the U.S. Securities and Exchange Commission (SEC) adopted final rules that will require expansive new climate-related disclosures in Form 10-K and Form 20-F annual reports and most registration statements....more

Nelson Mullins Riley & Scarborough LLP

SEC Issues New C&DIs Regarding Form 10-K “Clawback” Checkboxes

The U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance recently released updates to several Compliance & Disclosure Interpretations (C&DIs) related to the SEC’s recently adopted rules directing...more

Seward & Kissel LLP

SEC Updates for the Upcoming 2022 Annual Reports on Form 10-K and Form 20-F

Seward & Kissel LLP on

The U.S. Securities and Exchange Commission (the “SEC”) has adopted amendments and updated disclosure requirements that are to be included in a reporting company’s annual report on Form 10-K or 20-F. The SEC has also proposed...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

The Volkov Law Group

Kraft Foods Agrees to Pay $62 Million for Misstatements in Financial Report

The Volkov Law Group on

Recently, the SEC announced a settlement with Kraft Foods for $62 million and with two Kraft executives for financial reporting misstatements.  Along with the corporate settlement with Kraft, the SEC announced proposed...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

White & Case LLP

Key Considerations for the 2021 Annual Reporting and Proxy Season Part I: Form 10-K Considerations

White & Case LLP on

This is Part I of a two-part memorandum series outlining key considerations from White & Case’s Public Company Advisory Group for US public companies during the 2021 annual reporting and proxy season. Part I of this memo...more

Stinson - Corporate & Securities Law Blog

SEC Charges Ex-CEO with Aiding and Abetting Company’s Financial Reporting and Disclosure Violations

The SEC charged former Hertz CEO and Chairman Mark Frissora with aiding and abetting the company in its filing of inaccurate financial statements and disclosures....more

Proskauer Rose LLP

The SEC's New Disclosure Regime for Real Estate Acquisitions - A User's Guide for REITs

Proskauer Rose LLP on

The Securities and Exchange Commission (the "SEC") recently adopted amendments to Regulation S-X and related rules and forms that will streamline and reduce the financial statements required to be filed in connection with...more

Morgan Lewis

SEC Guidance for Disclosure Relating to COVID-19 Crisis

Morgan Lewis on

The US Securities and Exchange Commission announced on the morning of March 25 the extension of filing periods covered by previously enacted conditional reporting relief for certain public company filing obligations, and...more

Stinson - Corporate & Securities Law Blog

SEC Amends Accelerated Filer and Large Accelerated Filer Definitions

The SEC has adopted amendments to the accelerated filer and large accelerated filer definitions. The amendments exclude from the accelerated and large accelerated filer definitions an issuer that is eligible to be a smaller...more

Akin Gump Strauss Hauer & Feld LLP

2020 Filing Season Survey: Coronavirus (COVID-19) Disclosures So Far

For Securities and Exchange Commission (SEC) registrants with a fiscal year ending December 31, March 2020 brings the deadlines for filing annual reports on Form 10-K for all categories of filers. These registrants and other...more

Goodwin

SEC Issues MD&A Guidance

Goodwin on

The Securities and Exchange Commission (Commission) recently announced that it has issued guidance on key performance indicators and metrics in Management’s Discussion and Analysis (MD&A). Although the guidance in the...more

Stinson - Corporate & Securities Law Blog

Big 4 Audit Firm Issues First CAM

To my knowledge this 10-K includes the first critical audit matter, or CAM, issued by a Big 4 firm.  The CAM is straightforward and does not reflect negatively on the company or its audit committee or cast doubt on its...more

Stinson - Corporate & Securities Law Blog

SEC Proposes to Modify Filer Definitions and Obligations under SOX 404(b)

Current SEC reporting requirements establish three different filer statuses that categorizes issuers subject to Exchange Act reporting requirements as non-accelerated, accelerated, and large accelerated filers....more

Stoel Rives LLP

In Case You Missed It - Interesting Items for Corporate Counsel - March 2019

Stoel Rives LLP on

Heaping further empirical evidence on the postulate that self-indulgence trumps common sense, Elon Musk is at it again, now charged by the SEC with violating his earlier settlement agreement, which required that he pre-clear...more

Akin Gump Strauss Hauer & Feld LLP

Review Smaller Reporting Company Status in Light of New “Smaller Reporting Company” Definition and Updated SEC Staff C&DIs

As public companies prepare to file their annual reports on Form 10-K for the year ended December 31, 2018, they should consider whether they qualify for smaller reporting company (“SRC”) status under the recently amended...more

Sheppard Mullin Richter & Hampton LLP

SEC Approves Updated Disclosure Requirements

On August 17, 2018, the Securities and Exchange Commission (SEC) approved amendments to certain of its disclosure requirements that have become redundant, duplicative, overlapping, outdated, or superseded, in light of other...more

Parker Poe Adams & Bernstein LLP

An Unexpected Free Cash Flow Comment from the SEC Staff

It is surprising how much attention free cash flow continues to generate in SEC disclosures. After all, it’s been used for decades as a non-GAAP financial measure....more

Stinson - Corporate & Securities Law Blog

Sears and the Going Concern Footnote

Traditionally, there has been no guidance in US GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote...more

The Volkov Law Group

Fixing a Sour Corporate Culture: Valeant Pharmaceuticals Faces an Uphill Challenge

The Volkov Law Group on

Like the Greek mythology character Sisyphus, Valeant Pharmaceutical is attempting to atone for its sins and turn its corporate culture around. I am not usually a cynic but when I see these transparent attempts to reverse a...more

Cooley LLP

Blog: Revisions To Corp Fin Financial Reporting Manual — (Very) Limited Relief For Delinquent Filers

Cooley LLP on

Corp Fin has today posted revisions to its Financial Reporting Manual. The only change this quarter relates to delinquent filers. The new guidance provides that, in general, Corp Fin will not, through the comment process,...more

Cooley LLP

Blog: Some Ways To Shorten 10-Ks And 10-Qs

Cooley LLP on

I loved this column from Compliance Week by Scott Taub, former deputy chief accountant and former acting chief accountant at the SEC. It’s full of common sense ideas about how to shorten 10-Ks and 10-Qs, both of which seem to...more

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