News & Analysis as of

MD&A Statements

Husch Blackwell LLP

Supreme Court Holds Pure "Omissions" in MD&A Disclosure Cannot Support Liability Under Rule 10b-5

Husch Blackwell LLP on

On April 12, 2024, the U.S. Supreme Court held in Macquarie Infrastructure Corp. v. Moab Partners, L.P., in a unanimous opinion authored by Justice Sonia Sotomayor, that “pure omissions” made in required disclosures do not...more

Latham & Watkins LLP

AI and ESG How Companies Are Thinking About AI Board Governance

Latham & Watkins LLP on

Questions around the governance of artificial intelligence (AI) have come to the fore via recent, prominent US shareholder proposals and first-of-their kind enforcement actions, which we describe in depth here. It is in this...more

Vinson & Elkins LLP

SEC’s Final Climate-Related Disclosure Rules

Vinson & Elkins LLP on

After much anticipation, on March 6, 2024, the Securities and Exchange Commission (“SEC” or the “Commission”) released its Final Rule—The Enhancement and Standardization of Climate-Related Disclosures for Investors—mandating...more

Latham & Watkins LLP

The Latham Global IPO Guide - 2024 Edition

Latham & Watkins LLP on

This Summary does not contain all of the information that you will need to successfully complete your global IPO. You really should read this entire guide as well as the other Latham & Watkins publications referred to in this...more

BCLP

The Supreme Court Considers Item 303 Violations as Basis for Securities Fraud Claims

BCLP on

Corporate executives know they must disclose in their companies’ financial statements trends or uncertainties affecting their business. Such disclosure is a requirement of Item 303 of SEC Regulation S-K....more

Mayer Brown Free Writings + Perspectives

SEC Adopts Climate Change Disclosure Rules Applicable To Public Companies And Offerings

The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial...more

Saul Ewing LLP

A Checklist of Key Considerations for Upcoming 2023 Form 10-K Filings to be Filed in 2024

Saul Ewing LLP on

This checklist highlights certain considerations for companies preparing to file annual reports on Form 10-K for the calendar year ended 2023 and is intended to serve as a focused resource highlighting changes in disclosure...more

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings - Guide for Non-US Issuers

Latham & Watkins LLP on

Latham & Watkins, in collaboration with KPMG, has released 2023 guides to the financial statements required for US securities offerings. These companion guides provide US issuers and non-US issuers a roadmap to help navigate...more

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings - Guide for US Issuers

Latham & Watkins LLP on

Latham & Watkins, in collaboration with KPMG, has released 2023 guides to the financial statements required for US securities offerings. These companion guides provide US issuers and non-US issuers a roadmap to help navigate...more

Paul Hastings LLP

Public Company Update: Things to Keep in Mind for the 2024 10-K Season

Paul Hastings LLP on

As we head into year-end, annual reporting season is just around the corner. Over the past 12 months, the SEC has been active on the rulemaking front, resulting in numerous new disclosure obligations for issuers during the...more

Morrison & Foerster LLP

SCOTUS to Resolve Circuit Split on 10(b) Claims Based on Violations of Item 303

Securities lawyers are familiar with Item 303 of Regulation S-K, which calls for companies to disclose in the Management Discussion and Analysis (“MD&A”) section of an annual report “known trends or uncertainties that have...more

Paul Hastings LLP

Public Company Watch: September 2023

Paul Hastings LLP on

In the September edition of our Public Company Watch, we cover key issues impacting public companies, including the SEC’s new C&DIs and sample comment letter; considerations for issuers as they start their Form 10-Q...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

Mayer Brown Free Writings + Perspectives

SEC Disclosure Considerations Following Bank Sector Disruptions

Recent failures of certain domestic and international banks and resulting government intervention, acquisitions and subsequent developments have resulted in significant disruption in the bank sector. Compliance with U.S....more

Latham & Watkins LLP

The Latham Global IPO Guide - 2023 Edition

Latham & Watkins LLP on

This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more

White & Case LLP

Key Considerations for the 2023 Annual Reporting Season: Form 20-F and other FPI-Specific Considerations

White & Case LLP on

This memorandum outlines key considerations from White & Case's Public Company Advisory Group for foreign private issuers ("FPIs") during the 2023 annual reporting season....more

White & Case LLP

Ten Key Considerations for the 2023 Annual Reporting and Proxy Season Part I: Form 10-K Considerations

White & Case LLP on

Part I of our two-part series identifies our Public Company Advisory Group's 10 important considerations when preparing Annual Reports on Form 10-K in 2023, organized in two categories: 1. Six Housekeeping Considerations:...more

Allen Matkins

Staff Says Some Non-GAAP Financial Disclosures Are Beyond Redemptive Disclosure

Allen Matkins on

On St. Lucia's Day (December 13), the staff of the Securities and Exchange Commission published updates to its compliance and disclosure interpretations (CD&Is) with respect to non-GAAP financial measures.  The following new...more

Wilson Sonsini Goodrich & Rosati

Reminders for Preparing the Annual Report on Form 10-K

Management’s Discussion and Analysis (MD&A). MD&A rules require companies to “describe any known trends or uncertainties that have had or that are reasonably likely to have a material favorable or unfavorable impact on net...more

BakerHostetler

Preparing for the 2023 Proxy and Annual Reporting Season: Key Issues and Considerations

BakerHostetler on

Companies are beginning to look ahead to the upcoming 2023 proxy and annual reporting season, and there are a number of key issues to consider as preparations commence. This alert provides an overview of these issues and...more

Orrick - On the Chain

SEC Provides Expectations About Public Company Disclosures Regarding Crypto Ecosystem Impact

Orrick - On the Chain on

The Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) issued a sample letter on December 8, 2022, highlighting considerations that public companies that are in, or connected to, the crypto...more

Bennett Jones LLP

Continuous Disclosure Recommendations Resulting from CSA Biennial Review

Bennett Jones LLP on

On November 3, 2022, the Canadian Securities Administrators (CSA) published its biennial report on issuer compliance with continuous disclosure obligations - Staff Notice 51-364 (Staff Notice), which covers fiscal years ended...more

Vinson & Elkins LLP

[Webinar] Navigating the 2023 Annual Meeting and Reporting Season - November 17th, 9:00 am - 12:00 pm CT

Vinson & Elkins LLP on

In this program, we will focus on SEC developments affecting, and practical aspects of preparing for, public companies’ annual meetings and annual reports, including compensation, shareholder proposals and corporate...more

White & Case LLP

MD&A disclosure in volatile times

White & Case LLP on

Current macroeconomic and geopolitical uncertainty may make it difficult for companies to know how to tackle their Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") disclosure. In...more

BCLP

2023 proxy and annual report season - things to add to your “Don’t Forget” list

BCLP on

As companies look ahead to the upcoming proxy and annual report season, the SEC has generated a number of new items to add to your compliance checklist. Those items, along with a few other “hot topics,” include the...more

262 Results
 / 
View per page
Page: of 11

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide