What is non-GAAP?
In connection with the upcoming Form 10-K/proxy season, public companies with a fiscal year ending on December 31 will be required, for the first time, to publicly file their insider trading policies as exhibits to their...more
As summer turns into fall and in-house lawyers start thinking ahead to the upcoming 10-K filing season, we’re often asked to review and update the description of securities exhibit(s) required to be filed with Form 10-K by...more
On May 3, 2023, the US Securities and Exchange Commission (the SEC) released final rules requiring enhanced disclosure relating to issuers' repurchases of their securities and executives’ trading thereof (the Repurchase...more
On March 21, 2022, the U.S. Securities and Exchange Commission (“SEC”) announced a proposed rule (the “Proposed Rule”) that will require registrants to make certain climate disclosures in their registration statements and...more
Yesterday, the SEC published proposed amendments—which the SEC voted unanimously to propose—to update the electronic filing requirements. The proposed rule and form amendments would require that certain forms be filed or...more
Today, June 30, is the reference date for calendar year-end companies to calculate next year’s filer status, as well as the aggregate market value of equity held by non-affiliates (i.e., public float) for purposes of...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 Coronavirus Aid, Relief and Economic Security Act, or CARES Act, is a little bit over a week old and public companies have begun to make disclosures regarding its impact in SEC filings....more
The 2019 novel coronavirus (COVID-19) pandemic and responses to this crisis, including actions taken by federal, state and local governments, have had an impact on the operations of virtually every business and business...more
The US Securities and Exchange Commission announced on the morning of March 25 the extension of filing periods covered by previously enacted conditional reporting relief for certain public company filing obligations, and...more
Companies May Extend Disclosure Deadlines and Implement Changes to Annual Meetings; SEC Reminds Companies of Disclosure Obligations - The Securities and Exchange Commission recently announced that it is providing...more
The Securities and Exchange Commission is providing temporary regulatory relief due to the novel coronavirus outbreak....more
The Securities and Exchange Commission (SEC) recently published a press release that reminds public companies of several important disclosure obligations that they should consider in light of the potential impacts of...more
On March 4, 2020, the Securities and Exchange Commission (SEC) announced that the deadlines for filing certain Exchange Act reports with the SEC, including annual reports on Form 10-K and quarterly reports on Form 10-Q, have...more
Exchange Act Reports - On March 4, 2020, the Securities and Exchange Commission announced conditional regulatory relief to public companies impacted by coronavirus (COVID-19) granting them extra time to file or furnish...more
When finalizing proxy materials for annual shareholder meetings, companies should consider the following U.S. Securities and Exchange Commission (SEC) rules and related guidance, as well as stock exchange listing standards...more
As discussed in earlier blog posts, as a result of various FAST Act mandated changes to Regulation S-K, which were adopted by the Securities and Exchange Commission and became effective in May 2019, a registrant may omit a...more
In March 2019, the Securities and Exchange Commission adopted final rules amending Regulation S-K and related rules and forms to modernize and simplify disclosure requirements for registrants. These amendments follow from the...more
On March 20, 2019, the SEC voted to adopt amendments to modernize and simplify disclosure requirements for public companies, investment advisers, and investment companies. The amended rules, which are based on amendments...more
When finalizing proxy materials for annual shareholder meetings, companies should consider the following U.S. Securities and Exchange Commission (SEC) rules and related SEC staff guidance, as well as stock exchange listing...more
As public companies prepare to file their annual reports on Form 10-K for the year ended December 31, 2018, they should consider whether they qualify for smaller reporting company (“SRC”) status under the recently amended...more
I recently presented to the Corporate & Securities Law Committee of the Association of Corporate Counsel (ACC) on the topic entitled “Behind the SEC Curtain: Practical Tips for Interacting with the SEC Staff.” The...more
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