What is non-GAAP?
The U.S. Securities and Exchange Commission (SEC) has adopted final amendments that, in conjunction with final rules adopted by the Public Company Accounting Oversight Board (PCAOB) earlier this year and the recent...more
On November 5, 2021, the U.S. Securities and Exchange Commission (SEC) approved the Public Company Accounting Oversight Board’s (PCAOB) Rule 6100 — Board Determinations Under the Holding Foreign Companies Accountable Act....more
The SEC recently announced its adoption of interim final amendments to certain forms, including Form 10-K and Form 20-F, to implement the congressionally mandated document submission and disclosure requirements of the Holding...more
The SEC has adopted interim final amendments to Form 10-K, Form 20-F, Form 40-F, and Form N-CSR to implement the disclosure and submission requirements of the Holding Foreign Companies Accountable Act, or the HFCA Act....more
The amendments are designed to increase focus on material information while simplifying compliance efforts. The amendments eliminate the five-year selected financial data requirement, limit selected quarterly financial...more
On December 2, 2020, the U.S. House of Representatives approved the Holding Foreign Companies Accountable Act (Act). The Act is identical to the bill the U.S. Senate passed in May 2020. Most significantly, the Act requires...more
Preparations for annual reporting on Form 10-K and the 2020 proxy season have begun in earnest for many companies. We have summarized certain governance and disclosure developments that should be considered in the course of...more
To my knowledge this 10-K includes the first critical audit matter, or CAM, issued by a Big 4 firm. The CAM is straightforward and does not reflect negatively on the company or its audit committee or cast doubt on its...more
In a review of a PCAOB disciplinary proceeding the SEC took the rare step of cancelling the PCAOB’s finding that an audit partner of a Big Four firm engaged in repeated instances of negligent conduct during the audit of a...more
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
The following are some important reminders and updates for the 2017 proxy season. Say-When-on-Pay - Required Vote in 2017 - The Securities and Exchange Commission (SEC) requires companies to conduct a...more
Reevaluate Non-GAAP Disclosures in Light of Updated C&DIs and Other SEC Actions. As the reporting season gets underway, reviewing non-GAAP disclosure practices should remain a top priority in light of the new and updated...more
For those who want to start preparing for the 2017 proxy season, our preliminary list of important considerations is set forth below: Directors’ and Officer’s Questionnaire - Nasdaq has adopted a rule requiring...more
OVERVIEW - On July 1, 2015, the US Securities and Exchange Commission (SEC) issued a concept release relating to its audit committee reporting requirements. This release references two Public Company Accounting Oversight...more
As companies prepare for the 2013 annual meeting and reporting season, we have compiled an overview of the corporate governance and disclosure matters that companies should consider as they draft this season’s disclosure...more