What is non-GAAP?
On April 11, 2025, the Staff of the SEC’s Division of Corporation Finance released six Compliance and Disclosure Interpretations (“C&DIs”) that address the Form 10-K restatement checkboxes and related disclosures under Item...more
Approaches to Giving Guidance during Economic Uncertainty - As companies issue guidance during this period of economic uncertainty, their earnings announcements are taking different approaches, including...more
The staff of the Division of Corporation Finance (Corp Fin) of the Securities and Exchange Commission (SEC) has issued new Compliance and Disclosure Interpretations (C&DIs) relating to the clawback disclosures required in an...more
A few months ago, we put out our own set of a dozen FAQs about the clawback checkboxes on the Form 10-K cover page in this blog. Now, Corp Fin has issued six CDIs on the topic. The new CDIs, which are set forth below,...more
Global events over the past quarter have had and continue to have a variety of disparate impacts on public companies. Below are some selected disclosure reminders to keep in mind for the upcoming quarterly reporting season,...more
It is no secret that companies are grappling with how to address countervailing pressures on diversity initiatives in this first quarter of the second Trump administration. This issue is front and center as U.S. public...more
The new registration statement guidance will make capital raises by non-WKSI companies filing on Form S-3 easier, as they can proceed with offerings during periods before their proxy statements are finalized – a privilege...more
On March 14, 2025, the SEC issued a release (the “Release”) that (i) for new funds, defers by six months the compliance date for amendments to Rule 35d-1 under the 1940 Act (the “Names Rule”) (described in a Ropes & Gray...more
Many companies are in the midst of preparing their year-end Annual Reports on Form 10-K and looking ahead to their annual meeting of shareholders. In addition to changes to rules, regulations and disclosure trends, the...more
Although not new, eligibility to use Forms S-3 and S-8 and Rule 144 depend on compliance with SEC electronic filing rules. ...more
The primary development in executive compensation disclosure for the 2025 proxy season is new Item 402(x) under Regulation S-K, relating to the disclosure of stock option grant timing policies and practices. Companies with...more
With the annual reporting season coming up for calendar-year companies, we wanted to remind you that companies subject to U.S. Securities and Exchange Commission (SEC) reporting requirements are now required to: (i) disclose...more
This Client Alert provides an overview of new developments and highlights key considerations for calendar year-end public companies preparing their Annual Reports on Form 10-K for 2024 and proxy statements for annual meetings...more
With calendar year 2024 completed, US public companies with a December 31 fiscal year-end will be working to prepare their annual reports on Form 10-K for filing with the US Securities and Exchange Commission (SEC). Companies...more
With the 2025 annual reporting season upon us, public companies should consider potential updates to their risk factors for their Form 10-Ks and 20-Fs in light of recent economic, political, technological, and regulatory...more
We invite you to read our latest client alert to assist in the preparation of your 10-K and 2025 annual meeting proxy statement. This alert highlights new disclosure requirements, hot topics and regulatory enforcement actions...more
The following new disclosure will be required in companies’ upcoming Forms 10-K (FY 2024) and/or proxy statements...more
As we bid farewell to 2024, we welcome not only another year but also several new disclosure requirements. In this Snapshot, we summarize several developments and best practices for public companies to consider as the 2024...more
This guide discusses important themes and trends for the coming annual reporting season. It also includes a “housekeeping checklist” designed to assist you as you prepare your annual report. ANNUAL CYBERSECURITY...more
Join Bass, Berry & Sims and leading environmental, social, and governance (ESG) along with corporate and securities thought leaders for the next installment of our ESG Impact Webinar series. As public companies prepare for...more
With the year-end reporting season on the horizon, this Alert highlights new disclosures and other considerations for annual reports on Form 10-K to be filed in 2025. It also discusses potential updates to D&O questionnaires...more
The Corporate Transparency Act (CTA) requires certain domestic and foreign entities, called "reporting companies," to file a beneficial ownership information (BOI) report – which provides information about their owners,...more
On September 25, the SEC announced that it had initiated and simultaneously settled cease-and-desist proceedings against 23 individuals and companies charged with violations of Exchange Act provisions and SEC rules that...more
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
Last week, Paul Hastings attended the Securities and Exchange Commission (SEC) Speaks 2024 event presented by the Practising Law Institute (PLI) in cooperation with the SEC on April 1 and 2. The SEC Speaks program provides...more