What is non-GAAP?
The U.S. Supreme Court has agreed to hear appeals of the Ninth Circuit’s decisions in the Facebook and NVIDIA putative securities class action cases. Our Securities Litigation Group breaks down the potentially far-ranging...more
In our Snapshot: Risk Factor Trends—Part 1 post, we reviewed the risk factor disclosures of 30 of the Lonergan Silicon Valley 150 (SV150) companies to see whether the length of the risk factor disclosure, both in terms of the...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
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
Considerations for companies planning for next proxy season should include the following: Risk Factors - ..As discussed in our July 13 post, consider current hot topics, including COVID risks, labor market...more
Ninth Circuit Decision Highlights Importance of Updating Risk Factors to Address Material Developments, including those relating to Cybersecurity Risks. As companies prepare their periodic reports with the SEC, a recent...more
A roundup of the principal new rules and amendments promulgated by the SEC in 2020 that public companies with December 31 fiscal years should consider when preparing their Annual Reports on Form 10-K for 2020. Public...more
The Securities and Exchange Commission has adopted the third group of amendments to its disclosure requirements, originally proposed in August 2019 and discussed in an earlier Goodwin client alert. The amendments, which are...more
The U.S. Securities and Exchange Commission on August 26, 2020, approved the first significant amendments to the rules governing the description of business, legal proceedings, and risk factor disclosures in SEC filings in...more
On August 26, the SEC voted to adopt amendments to modernize the description of business (Item 101), legal proceedings (Item 103), and risk factor disclosures (Item 105) that registrants are required to make pursuant to...more
On August 26, 2020, the Securities and Exchange Commission adopted sweeping changes to the disclosures regarding the description of business, legal proceedings and risk factors that reporting companies are required to provide...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
With the 2020 proxy and annual reporting season upon us, this Legal Update provides 10 tips for companies to consider when drafting annual reports on Form 10-K and proxy statements for filing with the US Securities and...more
On Sept. 27, 2019, the Securities and Exchange Commission (SEC) announced that Mylan N.V., a global pharma company that manufactures and sells EpiPen, which is used to treat serious allergic reactions, agreed to pay $30...more
On August 8, 2019, the Securities and Exchange Commission (the “SEC”) announced that it voted to propose rule amendments to modernize the description of business, legal proceedings, and risk factor disclosures that public...more
On August 8, 2019, the Securities and Exchange Commission (“SEC”) proposed amendments1 to crucial disclosure requirements under Regulation S-K, including Item 101 (Description of Business), Item 103 (Legal Proceedings) and...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
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