News & Analysis as of

MD&A Statements Enforcement Actions

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

White & Case LLP

MD&A disclosure in volatile times

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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

Proskauer - Corporate Defense and Disputes

SEC Issues New Guidance Regarding Russia Sanctions and Public Company Disclosures

In response to Russian President Vladimir Putin’s decision to invade Ukraine in February, the U.S. government announced sweeping sanctions against Russia. As the conflict nears the three-month mark, businesses around the...more

Stinson - Corporate & Securities Law Blog

SEC Charges Issuer with Failure to Disclose Source of Revenue Growth

The SEC announced settled charges against technology company NVIDIA Corporation for inadequate disclosures concerning the impact of cryptomining on the company’s gaming business. - The SEC’s order finds that, during...more

Locke Lord LLP

SEC Reminds Companies That Earnings Management Can Have MD&A Consequences

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In a settled enforcement action against Under Armour Inc. announced on May 3, 2021 the SEC reminded companies that managing earnings, even if accounted for correctly, can have MD&A implications triggering disclosure...more

Snell & Wilmer

Annual Reporting Considerations

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COVID-19 Considerations. Following the onset of the COVID-19 pandemic, the SEC has twice issued guidance for public companies addressing disclosure considerations in light of COVID-19.1 This guidance remains useful as...more

Stinson - Corporate & Securities Law Blog

SEC Charges Ex-CEO with Aiding and Abetting Company’s Financial Reporting and Disclosure Violations

The SEC charged former Hertz CEO and Chairman Mark Frissora with aiding and abetting the company in its filing of inaccurate financial statements and disclosures....more

Goodwin

Financial Services Weekly News: FDIC Releases Guide To Connect Fintechs With Banks

Goodwin on

In This Issue. The Federal Deposit Insurance Corporation (FDIC) released a new guide to help financial technology companies and others partner with banks; the Financial Industry Regulatory Authority (FINRA) announced that it...more

Kramer Levin Naftalis & Frankel LLP

SEC Charges Diageo for Violation of Known Trends MD&A Disclosure Requirements

On Feb. 19, 2020, the SEC announced charges against Diageo plc, an alcoholic beverages company, arising out of its failure to make required disclosures of known trends with respect to alleged unsustainable overshipments of...more

Snell & Wilmer

Sec and Reporting Update

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Disclosure Simplification (New Rules in Place). In March 2019, the Securities and Exchange Commission (“SEC”) adopted certain amendments as part of its continuing efforts to modernize and simplify provisions of Regulation...more

BCLP

Securities and Corporate Governance Update – October 2019

BCLP on

This newsletter discusses noteworthy updates, key regulatory decisions and upcoming compliance reminders. In this edition, we review: ...SEC Changes Approach to Shareholder Proposal No-Action Requests ...SEC Issues...more

Holland & Knight LLP

U.S. Securities and Exchange Commission Updates Cybersecurity Disclosure Guidance - Agency Continues to Prioritize Cybersecurity...

Holland & Knight LLP on

• The U.S. Securities and Exchange Commission (SEC) released, on Feb. 21, 2018, updated guidance regarding public company cybersecurity disclosures. The guidance updates the Commission's 2011 non-binding guidance and...more

Stinson - Corporate & Securities Law Blog

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

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