News & Analysis as of

Generally Accepted Accounting Procedures › Securities Act of 1933

Generally Accepted Accounting Principles (GAAP) are accounting standards and procedures that are used by companies within a particular jurisdiction to prepare financial records and statements. These principles... more +
Generally Accepted Accounting Principles (GAAP) are accounting standards and procedures that are used by companies within a particular jurisdiction to prepare financial records and statements. These principles are intended to create consistency in documentation across companies and industries. Consistent documentation assists investors to better analyze potential investments and assists regulators to detect potential fraud and/or wrongdoing. less -
Dorsey & Whitney LLP

The SEC Amends Policy on Economic Projections, and Issues Final Rules and Additional Guidance for SPACs and Shell Companies

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The SEC on January 24, 2024 adopted final rules amending the disclosure and registration requirements applicable to special purpose acquisition companies (SPACs) and shell companies that register or file reports with the SEC....more

Latham & Watkins LLP

SEC Adopts Rules and Guidance on SPACs

Latham & Watkins LLP on

On January 24, 2024, the SEC adopted rules and guidance to impose a variety of new requirements on SPACs. The effective date of the rules is 125 days after publication in the Federal Register, an unpredictable process that...more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2023 Edition

Latham & Watkins LLP on

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

BCLP

Is It Time to Take a Fresh Look at Disclosure Controls and Procedures for CEO/CFO Certifications?

BCLP on

In New England Carpenters Guaranteed Annuity and Pension Funds v. DeCarlo (Aug. 2023), the Second Circuit held, among other things, that CEO/CFO certifications mandated by SOX Section 302 constitute non-actionable statements...more

Proskauer - Corporate Defense and Disputes

Second Circuit Clarifies Nature of Actionable Opinions Under Securities Laws

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The U.S. Court of Appeals for the Second Circuit held that a statement of opinion that reflects some subjective judgment can nevertheless be actionable under the securities laws if it misleads investors into thinking that the...more

SECIL Law

Deconstructing The SEC’S Cryptocurrency Suppression Program - Part 6: Why Cryptocurrency Companies Are Unable To Comply With...

SECIL Law on

INTRODUCTION- This article is the sixth in a series that explains how the SEC has structured a campaign to suppress and eradicate cryptocurrency and digital tokens, why the SEC lacks jurisdiction over creators of...more

Vinson & Elkins LLP

SEC's Proposed SPAC Rules: A Closer Look at the Proposed Rules

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On March 30, 2022, the commissioners of the Securities and Exchange Commission (“SEC”) approved much-anticipated proposed rules relating to special purpose acquisition companies (“SPACs”). ...more

Vinson & Elkins LLP

The SEC Closes the Cookie Jar - Recent SEC Enforcement Activity Reaffirms Focus on Improper Earnings Management

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On April 18, 2021, the Securities and Exchange Commission (“SEC”) announced the fourth enforcement action arising from its EPS Initiative, charging Rollins Inc. (“Rollins”) and its former chief financial officer (“CFO”) with...more

Cooley LLP

Company charged for improper intra-company foreign exchange transactions

Cooley LLP on

On Tuesday, the SEC announced settled charges against Baxter International Inc., its former Treasurer and Assistant Treasurer, for misconduct related to improper intra-company foreign exchange transactions that resulted in...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Moves to Modernize Framework for Securities Offerings and Sales to Workers

Pillsbury Winthrop Shaw Pittman LLP on

The SEC takes a highly anticipated first step toward updating Rule 701 and Form S-8 - Amendments to Rule 701 would increase the cap on exempt offerings and ease disclosure burdens. Revisions to Form S-8 would permit...more

BCLP

SEC Shows no Goodwill for Issuer

BCLP on

The SEC sued Sequential Brands on December 11 in Manhattan federal court, alleging that it failed to accurately calculate and disclose impairments to its goodwill in 2016 and early 2017. According to the Complaint, this...more

Fenwick & West LLP

SEC Proposed Amendments to Rule 701 and Form S-8 and a New Temporary…

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The U.S. Securities and Exchange Commission has issued Release No. 33-10891 proposing amendments to Securities Act Rule 701, which provides an exemption from registration for the issuance of compensatory securities by private...more

Cooley LLP

Blog: Mylan settles SEC charges for disclosure and accounting failures arising out of DOJ investigation

Cooley LLP on

At the end of September, the SEC announced that it had filed a complaint in federal court charging pharma Mylan N.V. with failing to timely disclose in its financial statements the “reasonably possible” material losses...more

Eversheds Sutherland (US) LLP

The SEC prunes its disclosure rules and forms, but will the changes bear fruit for registered investment companies and BDCs?

Eversheds Sutherland (US) LLP on

The US Securities and Exchange Commission (SEC) has adopted final rules to eliminate “redundant, duplicative, overlapping, outdated, or superseded” disclosure requirements in light of other SEC disclosure requirements and US...more

Sheppard Mullin Richter & Hampton LLP

Airdrop of Crypto Tokens Hits Regulatory Flak

Sheppard Mullin Richter & Hampton LLP on

On August 14, 2018, the U.S Securities and Exchange Commission (“SEC”) issued a cease and desist order (the “Tomahawk Order”) against Tomahawk Exploration LLC (“Tomahawk”) and David Thompson Laurance (“Laurance”) for their...more

Akin Gump Strauss Hauer & Feld LLP

Investment Management Special Report - 2017-18 Compliance Developments & Calendar for Private Fund Advisers

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Introduction - Despite an anticipated de-regulatory push, there are significant new regulatory concerns for investment advisers to address in connection with their annual review of their compliance manuals. ...more

Stinson - Corporate & Securities Law Blog

Treasury Issues Plan to Streamline Capital Markets Regulation

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Pursuant to Executive Order 13772, the Treasury Department has issued a report that identifies laws, treaties, regulations, guidance, reporting and record keeping requirements, and other government policies that promote or...more

McDermott Will & Emery

Capital Markets & Public Companies Quarterly: Catching up on the SEC's Active Second Quarter

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In Depth - New SEC C&DIs Regarding Non-GAAP Financial Measures - On May 17, 2016, the SEC issued several new Compliance & Disclosure Interpretations (C&DIs) and modified existing C&DIs to provide additional...more

Morrison & Foerster LLP - JOBS Act

What is the RAISE Act and How Useful will it be to Sellers of Private Company Shares?

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With the enactment of the Jumpstart Our Business Startups (JOBS) Act of 2012, private companies have the ability to defer an IPO and SEC reporting, and remain private longer than at any time in the past. One result, however,...more

McGuireWoods LLP

A Guide to Regulation A+

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Significant changes to Regulation A, generally referred to as Regulation A+, went into effect on June 19, 2015. Old Regulation A - Regulation A is a previously existing exemption from the registration requirements...more

Goodwin

House Passes Act to Codify Section 4(a)(1½) Exemption for Resales of Restricted Securities

Goodwin on

On October 6, 2015, the U.S. House of Representatives unanimously approved the Reforming Access for Investments in Startup Enterprises Act of 2015 (H.R. 1839), also known as the RAISE Act of 2015. The RAISE Act has been...more

Morrison & Foerster LLP

Following the Wisdom of the Crowd? A Look at the SEC’s Final Crowdfunding Rules

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In this alert, we provide a detailed overview of the final rules, Regulation Crowdfunding, which will be applicable to crowdfunding offerings conducted in reliance on Section 4(a)(6) of the Securities Act of 1933 as amended...more

Morrison & Foerster LLP - JOBS Act

Regulation Crowdfunding

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On October 30, 2015, the SEC voted to adopt final rules permitting crowdfunding. Regulation Crowdfunding allows issuers to engage in securities-based crowdfunding through the internet pursuant to Section 4(a)(6) of the...more

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