Compliance into the Weeds-Episode 65-The Trouble with Non-GAAP Metrics
What is non-GAAP?
As discussed in our trade group’s February 23 post, the Supreme Court struck down the Trump Administration’s tariffs imposed under the International Emergency Economic Powers Act, or IEEPA. ...more
The Canadian Securities Administrators (CSA) are requesting comments on proposed amendments to National Instrument 52-112—Non-GAAP and Other Financial Measures Disclosures (NI 52-112) and related instruments and policies...more
On November 13, 2025, the Canadian Securities Administrators (CSA) published proposed amendments to National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure (NI 52-112) and changes to related instruments...more
The Canadian Securities Administrators (“CSA”) published for comment proposed amendments (the “Proposed Amendments”) to National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure (“NI 52-112”). The Proposed...more
The use of non-GAAP financial measures by public companies continues to be a focus of attention for the U.S. Securities and Exchange Commission (“SEC”). In the last two decades, the SEC has observed the increased prevalence...more
For small and mid-cap public companies, SEC reporting has never been more demanding. Lean finance and legal teams, fast-moving regulatory updates, and heightened investor scrutiny mean that even small mistakes can carry...more
The SEC Division of Corporation Finance has a filing review process to monitor and enhance compliance by registrants with applicable disclosure and accounting requirements. Under this process, the SEC Staff reviews...more
Non-GAAP financial measures are financial metrics that are not based on standard accounting principles but are presented by a company to provide additional insight into its performance. These measures often exclude certain...more
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more
This guide discusses important themes and trends for the coming annual reporting season. It also includes a “housekeeping checklist” designed to assist you as you prepare your annual report. ANNUAL CYBERSECURITY...more
This guide discusses important themes from the 2024 proxy season and developing trends we are monitoring for 2025. It also includes a “housekeeping checklist” designed to assist you as you prepare your proxy statement. For...more
This memorandum summarizes key U.S. Securities and Exchange Commission (“SEC”) and stock exchange regulatory filing deadlines, new disclosure requirements and general tips and guidance for both U.S. domestic issuers and for...more
The U.S. Securities and Exchange Commission (SEC) continues to scrutinize adjustments to, and presentation of, non-GAAP financial measures. Recent SEC enforcement actions for allegedly improper and misleading use of...more
There is a strong supernatural strand in the American consciousness. Twelve percent of United States adults believed that the world would end in 2012. Twenty-one percent believe in witches. A whopping thirty-six...more
At the Corp Fin Workshop last week, a segment of PLI’s SEC Speaks 2024, the panel focused on disclosure review, a task that occupies 70% of Corp Fin attorneys and accountants. The panel discussed several key topics, looking...more
Market volatility, high interest rates, and ongoing geopolitical conflict continue to influence low levels of IPO activity in the U.S. capital markets. The trend is observed across all sectors, resulting in IPO levels similar...more
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
On January 24, 2024, the SEC approved by a 3-2 vote new rules to substantially change the disclosure and liability regime governing SPACs, including de-SPAC transactions, or “SPAC target IPOs” as referred to by Chairman...more
This memorandum outlines key considerations from White & Case's Public Company Advisory Group for foreign private issuers ("FPIs") during the 2024 annual reporting season, divided into two sections: Form 20-F Housekeeping...more
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
The Financial Accounting Standards Board (FASB) was quite active at the end of 2023 and published two notable Accounting Standards Updates (ASUs) that are expected to meaningfully affect public company disclosures regarding...more
Glass Lewis (“GL”) recently released its annual Benchmark Policy Guidelines for 2024. This update makes several changes to how the proxy advisory firm will evaluate company policies related to executive compensation. ...more
Glass, Lewis & Co (Glass Lewis) and Institutional Shareholder Services (ISS) have each released updates to their Canadian proxy voting guidelines for the 2024 proxy season. The Glass Lewis updates apply to shareholder...more
Please join us for our 5th Annual Corporate & Securities Counsel Public Company Forum. This virtual half-day program will feature panel discussions focused on timely and practical guidance related to the latest developments...more