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As companies prepare for next proxy season, they should review SEC staff guidance on the pay vs. performance table. In addition to recent staff interpretations, as discussed in our October 2, 2023 post and February 22, 2023...more
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
The rules direct stock exchanges to require issuers that are publicly listed in the US to adopt clawback policies for the mandatory recovery of erroneously awarded incentive compensation... ...more
On October 26, 2022, the U.S. Securities and Exchange Commission (“SEC”) adopted regulations (the “final rules”) implementing Section 10D of the Securities Exchange Act of 1934 (“Exchange Act”), which was added by the...more
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
Note: We updated this post (originally posted last week) to add new frequently asked questions about when to reference Exhibit 104 in Form 8-Ks and about the phase-in schedule for all companies....more
On March 20, 2019, the Securities and Exchange Commission (SEC) adopted amendments to simplify and modernize disclosure requirements of Regulation S-K and certain forms....more
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
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
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
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
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
Last month, the SEC adopted amendments intended to facilitate the disclosure of information to investors, simplify compliance without significantly altering the total mix of information provided to investors, improve...more
In August, the SEC adopted amendments updating and simplifying disclosure rules. ...more
On August 17, 2018, the Securities and Exchange Commission (SEC) adopted amendments to eliminate or modify certain disclosure requirements that have become redundant, duplicative, overlapping, outdated or superseded in light...more
The Situation: The U.S. Securities and Exchange Commission ("SEC") adopted amendments to Regulation S-K, Regulation S-X, and related rules and forms to update and streamline disclosure and ease unnecessary compliance burdens...more
On August 17, 2018, the U.S. Securities and Exchange Commission (SEC) announced that it had adopted a wide-ranging set of amendments (the “amendments”) to its disclosure requirements designed to streamline or eliminate those...more
The U.S. Securities and Exchange Commission this month adopted amendments to certain disclosure requirements in an effort to streamline rules and regulations, and to remove requirements that are “redundant, duplicative,...more
The U.S. Securities and Exchange Commission (SEC) has adopted final rules to eliminate redundant, duplicative, overlapping, outdated, or superseded disclosure requirements. These rules, adopted more than two years after the...more
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
On August 17, 2018, the SEC adopted amendments to eliminate or modify certain disclosure requirements that have become redundant, overlapping, outdated or superseded in light of other SEC rules, GAAP or changes in the...more
The Securities and Exchange Commission (SEC) announced last Friday that it has adopted amendments to certain disclosure requirements that have become duplicative, overlapping, or outdated in light of other Commission...more
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
At a Glance: In May, the Securities and Exchange Commission (the “SEC”) added twelve new Compliance and Disclosure Interpretations (“C&DIs”) on the use of non-GAAP (“Generally Accepted Accounting Principles”) financial...more
Prefaced by public statements of SEC officials about improper use of non-GAAP financial measures, the Staff of the Division of Corporation Finance issued new and revised Compliance & Disclosure Interpretations (“C&DIs”) on...more