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Financial Reporting Non-GAAP Financial Measures Publicly-Traded Companies

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

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

Jones Day

SEC Enforcement in Financial Reporting and Disclosure: 2020 Year-End Update

Jones Day on

The second half of 2020 saw U.S. Securities and Exchange Commission ("SEC") enforcement activity continue to rebound from deep uncertainty and change caused by the COVID-19 pandemic. All told, the SEC—despite a full-scale...more

A&O Shearman

SEC Issues New COVID-19 Disclosure Guidance

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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

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Chairman and Senior Staff Members Share Key Reminders for Audit Committees

In December 2019, U.S. Securities and Exchange Commission (SEC) Chairman Jay Clayton, SEC Chief Accountant Sagar Teotia and Division of Corporation Finance Director William Hinman jointly issued a statement (Statement)...more

Mayer Brown Free Writings + Perspectives

Legal Update: Ring in the New Year with SEC Year-End Guidance

During the last two weeks of 2019, the US Securities and Exchange Commission offered guidance and reminders relating to the role of audit committees, international intellectual property and technology risks, and confidential...more

King & Spalding

A Cautionary Tale on Non-GAAP Metrics

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Increasingly used by REITs, non-GAAP metrics can provide insights into a company’s operating results that official GAAP metrics cannot. Such measures can demonstrate a company’s ability to deliver sustainable growth in...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

Hogan Lovells

SEC brings enforcement action for violation of "equal or greater prominence" requirement in presentation of non-GAAP financial...

Hogan Lovells on

The SEC’s Division of Enforcement recently instituted cease-and-desist proceedings against a company for violating Section 13(a) of the Exchange Act and Rule 13a-11 by including non-GAAP financial measures in two of its...more

Mayer Brown Free Writings + Perspectives

Report from SEC Office of the Investor Advocate

Before the SEC shutdown, the Office of the Investor Advocate published the annual report on its activities during 2018. ...more

Bracewell LLP

SEC Penalizes Issuer for Presenting Non-GAAP Financial Measures Without Giving Equal Prominence to GAAP Measures

Bracewell LLP on

In a cease-and-desist order dated December 26, 2018, the Securities and Exchange Commission enforced rules regarding the disclosure of non-GAAP financial measures, resulting in a $100,000 penalty to the violating issuer. With...more

Stinson - Corporate & Securities Law Blog

SEC Initiates Enforcement Action for Failure to Present GAAP with Equal or Greater Prominence

The SEC brought a settled enforcement action against ADT Inc. because it did not afford equal or greater prominence to comparable GAAP financial measures in two of its earnings releases containing non-GAAP financial...more

Mayer Brown Free Writings + Perspectives

From Non-GAAP Measures to KPIs…

In a recent speech, Commissioner Kara Stein addressed a number of disclosure related concerns, including cyber disclosures and ESG disclosures. Just as many of us had been reading about a decline in the number of SEC Staff...more

White and Williams LLP

Financial Reporting for Foreign Private Issuers Before the SEC

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Under the current rules of the US Securities and Exchange Commission (SEC), foreign issuers are allowed to use International Financial Reporting Standards (IFRS) financial statements in their registration statements and...more

Orrick, Herrington & Sutcliffe LLP

A Baker's Dozen of Blue Chip CEO's and Leading Investors Speak Out on Corporate Governance: What Else Can be Offered to the...

A most curious press release sprouted up amidst summer's hot growing season: 13 leaders of public companies and investing firms have put forth self-professed governance principles for public companies. (See...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Corporate Finance Alert: The Use of Non-GAAP Financial Measures — A Disclosure Guide"

Companies commonly supplement their reported earnings under U.S. generally accepted accounting principles (GAAP) with non-GAAP financial measures that they believe more accurately reflect their results or financial position...more

WilmerHale

Applying the New SEC Staff Guidance on Non-GAAP Measures to Your Next Earnings Announcement

WilmerHale on

On May 17, 2016, the SEC’s Division of Corporation Finance escalated the SEC’s efforts to curb perceived misuse of non-GAAP financial measures with the issuance of a revised set of Compliance and Disclosure Interpretations...more

Fenwick & West LLP

Corporate and Securities Alert: SEC Releases Additional Guidance Relating to the Use of Non-GAAP Financial Measures

Fenwick & West LLP on

On May 17, the SEC’s Division of Corporation Finance published additional Compliance and Disclosure Interpretations (CDIs) relating to the use of Non-GAAP financial measures in documents filed with or furnished to (for...more

Parker Poe Adams & Bernstein LLP

Watch Out for Non-GAAP Disclosure Creep

Creative use of non-GAAP financial measures has become standard practice in public company disclosures. Management, quite correctly in most cases, often believes that the company’s dry GAAP financial statements fail to fully...more

Cooley LLP

Blog: Are Non-GAAP Financial Measures Coming Under Renewed Scrutiny?

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In the wake of the Enron scandal and the dot-com bust in 2003, the SEC adopted Reg G and related amendments to Reg S-K to prevent public disclosure of misleading non-GAAP financial measures. Among other things, these rules...more

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