News & Analysis as of

Form 10-K

A Gift From SEC Staff: Guidance on Tax Act's Form 10-K Accounting Implications

by Jones Day on

The Situation: SEC Staff has provided guidance regarding accounting and disclosure issues arising from the Tax Cut and Jobs Act. The Result: The guidance addresses situations in which ASC Topic 740 accounting cannot be...more

SEC Charges CEO/Director with Sarb-Ox Loan Violations for Unreimbursed Advances that Were Outstanding for 5 to 36 Days and...

According to the SEC in an order settling an enforcement action, Alan Shortall was CEO and Chairman of Unilife Corporation, a Nasdaq listed issuer. According to the SEC, Shortall arranged for Unilife to make personal payments...more

U.S. Chamber Requests SEC Guidance on Impact of Tax Law Changes

The US Chamber of Commerce submitted a letter to the SEC noting the challenges that may exist for many public companies, especially those with complex global operations, by the recent passage of the tax changes. ...more

Preparing for the 2018 Public Company Reporting Season

by Perkins Coie on

In anticipation of the upcoming annual report and proxy season, we are highlighting new requirements and trends for public companies in 2018....more

Recent SEC Comment Letter Trends

In January, I passed along a list of 12 review and comment priorities distributed at the 48th Annual Institute on Securities Regulation in New York by a panel of speakers that included SEC Chief Accountant Wesley Bricker and...more

Corporate Finance Alert: 2018 SEC Filing Deadlines for Companies With December 31, 2017 Fiscal Year End

As the end of the year approaches, reporting companies should be aware of the various SEC filing deadlines for 2018. Companies also should be mindful of the 2018 financial statement “staleness” dates (when financial...more

SEC Releases Proposed Amendments to Modify and Simplify Public Company Disclosure

by Goodwin on

The SEC has proposed many amendments to its disclosure requirements for public company reports and offering documents, based in large part on the SEC staff study contained in its FAST Act Report. Although largely technical,...more

What is an ATM Offering?

by Sullivan & Worcester on

There are many ways for a public company to raise money, but one of the more increasingly popular choices is through an “at-the-market” or ATM offering, whereby a company can sell its securities into an existing trading...more

SEC Proposes Rules to Modernize and Simplify Regulation S-K Disclosure Requirements

by McGuireWoods LLP on

On Oct. 11, the Securities and Exchange Commission proposed rules to modernize and simplify certain disclosure requirements in Regulation S-K and related rules and forms in order to reduce the costs and burdens on registered...more

Second Circuit Rules on Chapter 11 Cram-Down, Make-Whole, and Subordination Issues

by Jones Day on

The Situation: In In re MPM Silicones, L.L.C., secured noteholders argued that replacement notes distributed to them under a cram-down chapter 11 plan should bear market-rate interest rather than the lower formula rate...more

SEC Proposes Amendments to Modernize and Simplify Regulation S-K

by Foley & Lardner LLP on

On October 11, 2017, the U.S. Securities and Exchange Commission (SEC) voted to propose amendments to modernize and simplify disclosure requirements in Regulation S-K and related rules and forms to reduce the costs and...more

SEC Proposes Modernization and Simplification of Regulation S-K

by Jones Day on

The Situation: In an effort to reduce compliance and cost burdens, the SEC has proposed amendments to some of the rules and forms associated with Regulation S-K. The Result: The proposed modifications relate to property...more

Simplification of Regulation S-K - Proposed Rules

by Sullivan & Worcester on

The SEC has proposed a series of amendments to modernize and simplify disclosure requirements for public companies, investment advisers and investment companies, particularly those disclosure requirements under Regulation...more

Proposal to Change from Quarterly to Annual Periodic Reporting

This post is not about a recent development or practice tip. It is a “trial balloon” to test, in a public forum, my outlier but serious proposal that has haunted me for almost 20 years. I began a fairly long article about it...more

Alleged Illegal Strategy Disclosed in 10-K Excuses Demand in Suit against Directors

The Delaware Court of Chancery decision in Kandell v. Niv is based on highly unusual facts but aids in the understanding of some basic elements of the fiduciary duties of directors under Delaware law. In that case FXCM,...more

SEC Comments Begin for Early Adopters of Revenue Recognition

Some people don’t believe in blazing trails and adopting public reporting standards before you have to. They think you’re sticking your neck out, and will become a Guinea pig for SEC comments or fodder for plaintiff’s lawyers...more

Planning for the Approaching CEO Pay Ratio Disclosure Requirement

by Goodwin on

It appears likely that the CEO pay ratio disclosure rule adopted by the Securities and Exchange Commission in 2015 will require companies that are subject to the rule to begin including CEO pay ratio disclosure for 2017...more

Preliminary Planning for the 2018 Proxy Season

Rule 14a-21(b) requires a say-on-pay frequency vote every six years. Many issuers included a frequency vote in their 2017 proxy because they were subject to the initial rules when they became effective for shareholders’...more

Third Circuit Affirms Dismissal Of Putative Securities Class Action, Finds No Duty To Disclose An Event Named In A Risk Disclosure...

by Shearman & Sterling LLP on

On August 23, 2017, the United States Circuit Court of Appeals for the Third Circuit affirmed a district court decision dismissing a putative class action against Globus Medical, Inc. (“Globus” or the “Company”), a medical...more

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

U.S. Public Companies: Calculating Your Public Float – What You Need to Know

If you are a year-end U.S. public company, your second fiscal quarter has recently come to an end, which means that it’s time to calculate your public float to see if your reporting status has changed. Here are a few things...more

What Are The Reporting Obligations Under Section 16?

by Sullivan & Worcester on

Most in-house counsel of public companies are very familiar with the reporting obligations required by the trifecta – Form 8-Ks, Form 10-Qs and Form 10-Ks – but they oftentimes rely on outside counsel to help determine...more

Early Revenue Recognition Adopters Provide Some Guidance on MD&A Disclosures

I recently wrote a blog on considerations for MD&A disclosures on adoption of the new revenue recognition standard. After learning a few Form 10-Qs had been filed by early adopters, I took a look to see if they lined up with...more

Target Reaches $18.5 Million Dollar Settlement in Data Breach with States

It seems as though we have been writing about this case for a lifetime. Target Corporation’s data breach saga came one step closer to a conclusion this week. On Tuesday, Target reached an $18.5 million settlement with 47...more

Debt Dialogue: April 2017 - Anti-Fraud Liability for a Violation of Duty to Disclose Trends Heads to the Supreme Court

Item 303 of Regulation S-K requires issuers to disclose in their annual reports on Form 10-K and quarterly reports on Form 10-Q “known trends or uncertainties that have had or that the registrant reasonably expects will have...more

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