News & Analysis as of

Non-GAAP Financial Measures

SEC Comment Letter Trends

This month, Deloitte & Touche LLP released its annual study on the Securities and Exchange’s (“SEC”) recent comment letters. The 2017 study notes a decline in the overall number of SEC reviews with comment letters and in the...more

Blog: Highlights of the 2017 PLI Securities Regulation Institute

by Cooley LLP on

Summarized below are some of the highlights of the 2017 PLI Securities Regulation Institute panel discussions with the SEC staff (Michele Anderson, Wesley Bricker, Karen Garnett, William Hinman, Mark Kronforst, Shelley...more

Survey Released on Active Investors and Reliance on Non-GAAP Reporting

On October 16, 2017, Clermont Partners released a survey on the reliance of active investors on non-GAAP versus GAAP reporting, intangible assets and non-financial metrics. Unlike passive investors who invest in index funds,...more

Corporate and Financial Weekly Digest - Volume XII, Issue 42

SEC/CORPORATE - SEC Division of Corporation Finance Issues C&DI Clarifying Exemptions for Non-GAAP Information in Forecasts for M&A Transactions - On October 17, the staff of the Securities and Exchange Commission’s...more

Non-GAAP Explained

The use of non-GAAP financial measures by US public companies continues to attract scrutiny. As concern grows that non-GAAP measures are being employed in company disclosures to distort actual performance numbers and, in some...more

SEC Staff Issues New C&DIs Regarding Non-GAAP Measures in Business Combination Context

On October 17, 2017, the Staff of the Securities and Exchange Commission (SEC) issued new Non-GAAP Financial Measures Compliance and Disclosure Interpretations (C&DI) that clarify when financial forecasts used in connection...more

SEC Issues New C&DIs on the Use of Non-GAAP Financial Measures in Forecasts for Business Combination Transactions

On October 17, 2017, the staff (the “Staff”) of the SEC’s Division of Corporation Finance issued two new compliance and disclosure interpretations (“C&DIs”) on the use of non-GAAP financial measures in forecasts for business...more

SEC Issues Guidance on Non-GAAP Financial Measures in Business Combination Projections

by Ropes & Gray LLP on

On October 17, 2017, the SEC’s Division of Corporation Finance issued new guidance clarifying the circumstances under which financial forecasts included in registration statements, proxy statements or tender offer statements...more

AMF Report Highlights Deficiencies in Disclosure Documents of Quebec Issuers

The Corporate Finance Division of Quebec’s Autorité des marchés financiers (AMF) recently released its first Summary of Oversight and Regulatory Activities (Report), which provides general information and reminders about...more

New SEC C&DIs on Non-GAAP Financial Measures for Business Combinations

The SEC staff has issued two new Compliance and Disclosure Interpretations, or CD&Is, on non-GAAP financial measures in the context of business combinations....more

Blog: Corp Fin Posts Two New CDIs Regarding Non-GAAP Financial Measures In Connection With M&A Transactions

by Cooley LLP on

Corp Fin has posted two new CDIs regarding the use of non-GAAP financial measures in connection with business combinations, summarized below: - Section 101. Business Combination Transactions - Question 101.01 Financial...more

Highlights from the OSC Corporate Finance Branch’s Annual Report

The Corporate Finance Branch of the Ontario Securities Commission (OSC) recently published OSC Staff Notice 51-728 Corporate Finance Branch 2016-2017 Annual Report (Report), which outlines the policy views of, and related...more

The Guide to Social Media and the Securities Laws

The growing use of social media has created challenges for federal securities regulators, who must enforce antifraud rules that were written at a time when the prevailing technology was the newspaper. This Guide...more

Governance & Securities Law Focus: Latin America Edition - August 2017

by Shearman & Sterling LLP on

This newsletter provides a snapshot of the principal US and selected international governance and securities law developments during the second quarter of 2017 that may be of interest to Latin American corporations. Please...more

An Unexpected Free Cash Flow Comment from the SEC Staff

It is surprising how much attention free cash flow continues to generate in SEC disclosures. After all, it’s been used for decades as a non-GAAP financial measure....more

Governance & Securities Law Focus: Asia Edition - July 2017

by Shearman & Sterling LLP on

In this newsletter, we provide a snapshot of the principal Asian, US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions. Please see...more

Governance & Securities Law Focus: Europe Edition - July 2017

by Shearman & Sterling LLP on

In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. Please see full Newsletter below for more...more

Blog: Does It Pay To Challenge The SEC Over Non-GAAP Financial Measures?

by Cooley LLP on

As discussed in this article, the WSJ engaged Audit Analytics to perform an analysis of SEC comment letters and company responses regarding the use of non-GAAP financial measures. What did they find? Companies are winning...more

In Case You Missed It - Interesting Items for Corporate Counsel - May 2017

by Stoel Rives LLP on

The SEC has been relatively quiet since November because it has been without a chair or a full board. At least one of those issues was resolved last week when Jay Clayton was sworn in as the SEC Chair. See here. Nine...more

Blog: Are “Other Key Operating Metrics” The New Non-GAAP Financial Measures?

by Cooley LLP on

As reported by BNA, the top accounting staff at the SEC are quite satisfied with companies’ responses to the SEC’s assault on abuses of non-GAAP financial measures. The staff’s concern was that companies’ reporting was often...more

Governance & Securities Law Focus: Asia Edition, May 2017

by Shearman & Sterling LLP on

In this newsletter, we provide a snapshot of the principal Asian, US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions. Please see...more

Governance & Securities Law Focus: Europe Edition - April 2017

by Shearman & Sterling LLP on

In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. Please see full Newsletter below for more...more

Global Private Equity Newsletter - Spring 2017 Edition: Purchase Price Adjustment Disputes: Drafters Beware

by Dechert LLP on

It is common practice for purchase agreements in private company M&A transactions to contain one set of rules to determine and resolve disputes regarding a post-closing purchase price adjustment and a separate, often vastly...more

Proskauer’s 2017 IPO Study

by Proskauer Rose LLP on

Proskauer’s Global Capital Markets Group has released its fourth annual IPO Study, a comprehensive analysis of U.S.-listed initial public offerings that priced in 2016, including an identification of IPO trends over a...more

Blog: SEC Chief Accountant Addresses Audit Committee Effectiveness

by Cooley LLP on

In a recent speech at the University of Tennessee, “Advancing the Role and Effectiveness of Audit Committees,” SEC Chief Accountant Wes Bricker discusses his recommendations for — wait for it — improving the effectiveness of...more

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