As companies prepare upcoming periodic reports, they should focus on carefully reviewing and updating their risk factors. Some of the considerations may include...more
On November 17 the SEC adopted rules that permit the use of electronic signatures for most SEC filings and the electronic storage of executed signature pages. As a result, filers will no longer be required to create or...more
As public companies prepare their Q3 releases and filings, some of the key issues they should consider include: ..MD&A – as we reported last quarter, the SEC Staff issued COVID-19 guidance in June calling for companies to...more
Based on Q2 reporting to date, few companies opted to present non-GAAP financial measures using the new metric term “EBITDAC” (earnings before interest, tax, depreciation, amortization – and COVID-19). That is not surprising,...more
As the United States is grappling with the process of the reopening of the economy while the new surge in cases may result in the re-imposition of business closures and stay-at-home orders, public companies find themselves in...more
As previously noted, the SEC issued supplemental disclosure guidance near the end of the second quarter which, among other things, set forth dozens of questions for companies to consider as they assess and disclose the...more
Earlier this year, the Securities and Exchange Commission (SEC) issued interpretive guidance, effective February 25, 2020, regarding the disclosure of key performance indicators and metrics (KPIs) in Management’s Discussion...more
In a first-quarter (for calendar year-end companies) SEC disclosure landscape dominated by COVID-19 considerations, almost all public companies included a new risk factor addressing COVID-19 in their first quarter Form 10-Q....more
While it has only been three months since calendar year companies began preparing for their first quarter Form 10-Q filings, in many ways it has felt much longer. In those three months, the U.S. has gone from mostly being...more
Public companies with a December 31 fiscal year end are now in the process of preparing their Form 10-Q reports for the quarter ended June 30, 2020. When preparing the MD&A section of the Form 10-Q, management should be...more
On June 23, 2020, the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) issued CF Disclosure Guidance: Topic No. 9A, Coronavirus (“COVID-19”)—Disclosure Considerations Regarding Operations,...more
Public companies are considering key questions as they prepare first quarter 2020 disclosures in the COVID-19 era. In light of the April 8, 2020 joint public statement issued by the Chairman of the Securities and Exchange...more
As more companies prepare to file Form 10-Qs, they should give special attention to risk factors – particularly to consider whether new risks have emerged or hypothetical ones have become real. The Form calls for disclosure...more
We have previously issued a number of alerts regarding the impact of the coronavirus (COVID-19) pandemic on public companies, including ones regarding issues related to annual meetings and periodic and ongoing disclosure...more
Recent statements by the Chair and the Directors of the Division of Corporation Finance and the Division of Enforcement of the U.S. Securities and Exchange Commission (SEC) highlight the challenges that companies face as they...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
Extension of COVID-19 Regulatory Relief - On March 25, 2020, the Securities and Exchange Commission (SEC) extended regulatory relief... for certain Exchange Act reports (including Form 10-Ks and Form 10-Qs) with an...more
As calendar year companies begin preparing for their first quarter Form 10-Q filings, COVID-19-related disclosures will be top of filers’ minds. Yet, frequent and rapid changes in the impacts of COVID-19 and the varied...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
As entities cope with the economics of coronavirus, we recommend they take actions along the way to try to avoid “substantial doubt” about an entity’s viability as a “going concern” and the resulting going concern statements...more
On March 25, 2020, the SEC issued an order replacing its March 4, 2020 order granting exemptions for certain provisions of the Securities Exchange Act of 1934 (“Exchange Act”) in response to challenges posed by the...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
The novel coronavirus (“COVID-19”) continues to afflict companies in numerous ways. In the case of public companies, disclosure duties are implicated. No two companies are identical, so there is no “one-size-fits-all”...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