What is non-GAAP?
It’s Annual Reporting season again for most public companies. The Securities and Exchange Commission (SEC) has released numerous new disclosure obligations for the upcoming filing period. Companies should take the time to...more
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
This memorandum outlines key considerations for U.S. public companies in preparation for the 2022 annual reporting and proxy season. ▪️ Part I of this memo, which was published in January 2022, describes key...more
This is Part I of a two-part series outlining key considerations from White & Case's Public Company Advisory Group for US public companies during the 2022 annual reporting and proxy season. Part I of this memo describes...more
COVID-19 Considerations. As companies prepare their annual reports, they should consider refreshing their various disclosures about COVID-19. Particular attention should be given to COVID-19 disclosures in the MD&A, Risk...more
As companies prepare upcoming periodic reports, they should focus on carefully reviewing and updating their risk factors. Some of the considerations may include...more
On May 27, 2021, the United States District Court for the Southern District of Florida dismissed a securities class action against Carnival Corp. (“Carnival”), which operates the world’s largest cruise company, relating to...more
Below is a summary of the rule changes, guidance, and disclosure considerations related to annual reports on Form 10-K to be filed in 2021....more
The new year is well underway, and calendar year filers are knee deep in Form 10-K and proxy planning and drafting. Highlighted below are some of the key issues and changes that companies should consider as they continue work...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
In anticipation of the upcoming reporting season, we highlight rule changes, guidance, and trends for public companies to consider in preparing annual report and proxy statement disclosures in 2021. During 2020, the U.S....more
On November 17 the SEC adopted rules that permit the use of electronic signatures for most SEC filings and the electronic storage of executed signature pages. As a result, filers will no longer be required to create or...more
As public companies prepare their Q3 releases and filings, some of the key issues they should consider include: ..MD&A – as we reported last quarter, the SEC Staff issued COVID-19 guidance in June calling for companies to...more
As previously noted, the SEC issued supplemental disclosure guidance near the end of the second quarter which, among other things, set forth dozens of questions for companies to consider as they assess and disclose the...more
On May 4, 2020, the U.S. SEC’s Division of Corporation Finance (the “Staff”) published four “FAQs” relating to the application of the Commission’s March 25, 2020 Order (the “COVID-19 Order”) providing extended deadlines for...more
The staff (“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) has published interpretive responses to four questions (“FAQs”) related to compliance with the SEC’s COVID-19 Order...more
As more companies prepare to file Form 10-Qs, they should give special attention to risk factors – particularly to consider whether new risks have emerged or hypothetical ones have become real. The Form calls for disclosure...more
In response to coronavirus (COVID-19) pandemic, the US Securities and Exchange Commission’s Corporation Finance Division and Investment Management Division have issued guidance to assist companies in making changes to the...more
As calendar-year public companies are beginning to prepare their Quarterly Report on Form 10-Q (Form 10-Q) for their first quarter, the novel coronavirus (COVID-19) pandemic and the related societal and economic impact...more
A public company may have an additional 45 days to file its upcoming Form 10-Q if its inability to file its Form 10-Q relates to circumstances relating to COVID-19, it files a Form 8-K summarizing why such report was not able...more
On April 6, 2020, the Securities and Exchange Commission (SEC) issued two Compliance and Disclosure Interpretations (C&DIs) that clarify and address regulatory relief (COVID-19 Order) for certain Exchange Act filings. C&DI...more
With annual reports on Form 10-K publicly filed and first quarter earnings releases getting underway, proxy season – the annual practice of filing and distributing proxy statements, reserving meeting venues and courting...more
The SEC issued new guidance yesterday supplementing its previously-announced COVID-19 order that gives relief from Exchange Act filing deadlines (see our blog post about the COVID-19 order here). The guidance details how the...more
Today, the Corp Fin staff provided some additional relief in the context of incorporation of Part III information (very generally, information about directors and executive officers) into Forms 10-K. As you know, a company is...more
The Staff of the Securities and Exchange Commission released additional guidance in the form of a Compliance & Disclosure Interpretation relating to an issuer that may be unable to file the Part III information for Form 10-K...more