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Life Sciences Quarterly: A View From Washington: What to Expect From the SEC
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
Davies Governance Insights analyzes the top trends and issues most important to Canadian public companies and provides practical guidance for boards to meet these challenges head on. ...more
This practice note discusses market trends in capital markets and securities related considerations during the COVID-19 pandemic, which began in late 2019 and has continued for more than two years. It describes how the U.S....more
We are delighted to bring this edition of Spotlight Magazine to you after the disruption of the past two years and the COVID-19 pandemic. There has been a sea of regulatory change that has evolved during this time, masked by...more
This memorandum outlines key considerations from White & Case's Public Company Advisory Group for foreign private issuers ("FPIs") during the 2022 annual reporting season. This memo describes our key considerations for...more
Le 25 février 2021, les Autorités canadiennes en valeurs mobilières (les « ACVM ») ont publié l’Avis 51-362 du personnel des ACVM, Examen par le personnel de l’information relative à la COVID-19 et indications destinées à...more
On February 25, 2021, the Canadian Securities Administrators (CSA) released CSA Staff Notice 51-362 - Staff Review of COVID-19 Disclosures and Guide for Disclosure Improvements (Notice). The Notice summarizes key findings...more
Since the Bass, Berry & Sims Corporate & Securities Practice hosted its 2nd Annual Corporate & Securities Counsel Public Company Forum in December 2020, the Biden Administration has proposed a new Securities and Exchange...more
As public companies prepare for the 2021 reporting season, they will need to consider new SEC disclosure requirements and guidance. In addition, public companies must evaluate the impact of the COVID-19 pandemic (COVID-19),...more
Who Needs to Know - Publicly traded companies, specifically those whose business was affected by the COVID-19 pandemic....more
The SEC has brought its first enforcement action against a public company relating to disclosure of the financial effect of the pandemic. The Cheesecake Factory Incorporated, without admitting or denying the SEC’s findings,...more
On December 4, 2020, the SEC brought its first case charging a public company, The Cheesecake Factory, with making misleading disclosures about the effects of COVID-19 on its business operations and financial condition. The...more
Based on Q2 reporting to date, few companies opted to present non-GAAP financial measures using the new metric term “EBITDAC” (earnings before interest, tax, depreciation, amortization – and COVID-19). That is not surprising,...more
We are pleased to present our annual mid-year update on financial reporting and issuer disclosure enforcement activity for 2020. This White Paper focuses on the U.S. Securities and Exchange Commission's ("SEC") enforcement...more
Item 19 of the Franchise Disclosure Document (FDD) can provide information on how a prospective franchisee may perform financially. Historical financial performance representations (FPRs) may be made if the franchisor has a...more
On June 10, 2020, the North American Securities Administrators Association (NASAA) penned new commentary titled, “Disclosing Financial Performance Representations in the Time of COVID-19” (Commentary). Shortly thereafter,...more
The International Organization of Securities Commissions, the international policy forum for securities regulators, has published a statement on the disclosure standards that securities issuers should adhere to in the context...more
As we have learned through our ghosts of recessions past, the vast majority of those who become unable to pay their debts in economic downturns are honest, but unfortunate, debtors. That said, we also have learned that an...more
Recent court decisions - Germany - Cum/Ex-trades spark litigation - So called Cum/Ex-trades have become one of the hottest legal topics in Germany. A flood of claims dealing with those trades has reached German...more
On May 4, 2020, the SEC adopted temporary final rules, in light of the effects of the COVID-19 pandemic, that eased Regulation Crowdfunding requirements in order to make it easier for small businesses to raise money through...more
As investors start to receive - and dare to open – recent account statements, the reality of the COVID-19 driven spring market volatility will come into focus. Significant portfolio declines coupled with the financial stress...more
Title III crowdfunding may be an attractive capital raising alternative during the current Coronavirus pandemic because it allows companies to use the internet to solicit potential investors and not be restricted to...more
En el marco de la emergencia sanitaria por el COVID-19, la Superintendencia de Sociedades modificó el pasado 8 de mayo, mediante Circular Externa 100-000009 y por cuarta vez, el calendario para la presentación de estados...more
As you evaluate the impact of COVID-19 on your business, it’s important to consider these questions around goodwill and asset impairment testing....more
COVID-19 presents novel issues for underwriters, who are grappling with the need to support their clients accessing funding and also maintain disclosure standards and manage their risk when the typical tools that they use to...more