News & Analysis as of

Form 10-Q

Corporate Finance Alert: Filing a New Form S-3? What You Need to Know About the New Revenue Recognition Standards

The much-discussed new revenue recognition standards jointly issued by the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) to harmonize revenue recognition standards between...more

Corporate Finance Alert: 2018 SEC Filing Deadlines for Companies With December 31, 2017 Fiscal Year End

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

What is an ATM Offering?

by Sullivan & Worcester on

There are many ways for a public company to raise money, but one of the more increasingly popular choices is through an “at-the-market” or ATM offering, whereby a company can sell its securities into an existing trading...more

Another Early Adopter Receives SEC Revenue Recognition Comments

Cboe Global Markets, Inc. (f/k/a CBOE Holdings, Inc.) recently received comments on its Form 10-Q related to FASB’s new revenue recognition standard. ...more

PCAOB Issues Alert on New Revenue Recognition Standard

The PCAOB has issued an alert to discuss certain significant matters relating to the application of PCAOB standards relevant to auditing the implementation of the new accounting standard for revenue from contracts with...more

Proposal to Change from Quarterly to Annual Periodic Reporting

This post is not about a recent development or practice tip. It is a “trial balloon” to test, in a public forum, my outlier but serious proposal that has haunted me for almost 20 years. I began a fairly long article about it...more

SEC Comments Begin for Early Adopters of Revenue Recognition

Some people don’t believe in blazing trails and adopting public reporting standards before you have to. They think you’re sticking your neck out, and will become a Guinea pig for SEC comments or fodder for plaintiff’s lawyers...more

Third Circuit Affirms Dismissal Of Putative Securities Class Action, Finds No Duty To Disclose An Event Named In A Risk Disclosure...

by Shearman & Sterling LLP on

On August 23, 2017, the United States Circuit Court of Appeals for the Third Circuit affirmed a district court decision dismissing a putative class action against Globus Medical, Inc. (“Globus” or the “Company”), a medical...more

Reminder: SEC Exhibit Hyperlink and HTML Format Rules Become Effective September 1

by Goodwin on

Beginning September 1, 2017, rules adopted in March 2017 by the Securities and Exchange Commission (SEC) will require companies to include active hyperlinks to exhibits in most reports filed with the SEC under the Securities...more

Faulty New Computer System Results in SEC Bringing MD&A Related Charges

The SEC recently brought charges against the CEO and CFO of UTi Worldwide Inc. in a settled enforcement proceeding. The Company was engaged in multinational freight forwarding and logistics operations. In connection with its...more

Early Revenue Recognition Adopters Provide Some Guidance on MD&A Disclosures

I recently wrote a blog on considerations for MD&A disclosures on adoption of the new revenue recognition standard. After learning a few Form 10-Qs had been filed by early adopters, I took a look to see if they lined up with...more

Update Your Cover Pages for Exchange Act Reports, including Forms 10-K, 10-Q and 8-K

by Locke Lord LLP on

As discussed in our recent QuickStudy, the SEC has adopted new rules (in effect as of April 12th) that make changes to the cover pages of Securities Act registration statements (Forms S-1, S-3, S-4, S-8, S-11, F-1, F-3 and...more

"SEC EGC Inflation Adjustments, Other Technical Amendments Now Effective"

As we previously reported, the U.S. Securities and Exchange Commission (SEC) adopted several new rules on March 31, 2017, to effectuate inflation adjustments mandated under the Jumpstart Our Business Startups (JOBS) Act. It...more

The SEC’s Flawed Changes To Exchange Act Forms

by Allen Matkins on

Title I of the Jumpstart Our Business Startups (aka JOBS) Act amended the Securities Act and the Exchange Act to provide some regulatory relief to issuers that qualify as an “emerging growth company”. Recently, the...more

Disclosure Alert: Consider Transitional Disclosure on Revenue Recognition Standard

by Dorsey & Whitney LLP on

The staff of the Securities and Exchange Commission (SEC) continues to encourage companies to provide useful disclosure to investors with regard to the new revenue recognition standard that will apply for reporting periods...more

Trump Risk Factors Begin to Appear in SEC Documents

Risk factors related to uncertainties resulting from possible policies that may be implemented by President-elect Trump have begun to appear in SEC filings...more

SEC Enforcement Actions for Failure to Report Sales of Unregistered Securities

On two successive days, the SEC brought settled enforcement actions against issuers for failure to report sales of unregistered securities. Under Item 1.01 of Form 8-K, a registrant must disclose its entry into a material...more

SEC Proposes to Require Hyperlinks to all Exhibits in Periodic Reports and Registration Statements

by Fenwick & West LLP on

On August 31, the SEC issued proposed amendments to Regulation S-K and Regulation S-T that would require public companies and companies filing registration statements to include in the exhibit index to periodic and current...more

Fizzled Suit Against Target Officers and Directors Raises Question as to the Value of Derivative Claims in Data Breach Cases

In a terse two-page order, Senior District Court Judge Paul Magnuson dismissed derivative claims brought against officers and directors of Target in connection with the 2013 holiday-season data breach. The dismissed claims,...more

First Inline XBRL Filing Made with SEC

Lennar Corporation became the first to make a filing using the SEC’s newly permitted Inline XBRL format in this Form 10-Q. The SEC permitted use of the new format in an order dated June 13, 2016. Inline XBRL requires...more

Examples of Brexit Disclosures in SEC Filings

As Broc Romanek noted on the TheCorporateCounsel.net, a number of SEC filings discussing Brexit have been made. I have noted some of the disclosures below, focusing on those that have been made since the vote result was...more

UK “Leave” Vote Disclosures–What Now?

In case you missed it, the United Kingdom voted last week to leave the European Union. And while this clearly is a huge global development (if the stock markets, currency exchange rates and headline type sizes are any...more

Your daily dose of financial news The Brief – 5.20.16

by Robins Kaplan LLP on

Manhattan USA Preet Bharara’s back in front of the cameras and back on the insider-trading horse with the announcement yesterday of criminal charges against well-known sports bettor Billy Walters and former investment banker...more

How to Prepare for Annual Reporting

by Sullivan & Worcester on

Annual reporting season is once again upon us, so as you dust off your to do list, here are a few of the many important items for in-house counsel to consider during the inevitable flurry of activity in the coming weeks....more

Why Not Let The Market Decide The Frequency Of Earnings Reports

by Allen Matkins on

In an Op-Ed published yesterday by the Wall Street Journal, MIT Senior Lecturer Robert Pozen and Harvard Law School Professor Mark J. Roe  argue for the retention of quarterly earnings reports with some modifications.  They...more

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