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Non-GAAP Financial Measures

Governance & Securities Law Focus: Asia Edition - February 2018

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

SEC Enforcement in Financial Reporting and Disclosure—2017 Year-End Update

by Jones Day on

2017 will most likely be remembered as a year of transition, as the Securities and Exchange Commission’s enforcement actions indicate, at least in the near term, an emphasis on specific initiatives and retail investor...more

Preparation for 2017 Fiscal Year-End SEC Filings and 2018 Annual Shareholder Meetings

by Mintz Levin on

As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange...more

Reminders for Foreign Private Issuers for the 2018 Annual Reporting Season

by White & Case LLP on

This memorandum outlines certain considerations for foreign private issuers ("FPIs") in preparation for the 2018 annual reporting season. Part I of this memorandum discusses new developments and practical action items for the...more

Impact of Compensation-Related Litigation on Public Companies

Compensation-related litigation and threats of litigation continued to significantly impact public companies in 2017. These companies should be mindful of issues that were raised in recent litigation: proxy disclosure,...more

US Tax Reform—Disclosure Considerations

by White & Case LLP on

On December 22, 2017, tax reform (the "Tax Act")1 was signed into law. The Tax Act will have significant implications for companies, including on their accounting and associated disclosure, as discussed below. The SEC’s...more

2017 Technology and Life Sciences IPO Report

Wilson Sonsini Goodrich & Rosati’s 2017 Technology and Life Sciences IPO Report sets forth data related to 61 U.S.-based technology and life sciences initial public offerings that priced between January 1 and December 15,...more

It’s Annual Report Time—Recent Developments and Trends for the Preparation of Form 20-F

by Shearman & Sterling LLP on

It is now time for foreign private issuers to prepare their annual reports on Form 20-F. For companies with a calendar year-end, the Form 20-F must be filed with the U.S. Securities and Exchange Commission (the SEC) by 1 May...more

Compliance into the Weeds-Episode 65-The Trouble with Non-GAAP Metrics

by Thomas Fox on

In this episode Matt Kelly and I take deep dive into the issue of non-GAAP metrics and its implications. We were inspired an article in this quarter's MIT Sloan Management Review entitled, "The Pitfalls of Non-GAAP Metrics"...more

Guide to Financial Statement Requirements in US Securities Offerings by US Issuers 2018

by Latham & Watkins LLP on

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

News Round Up - December 2017

by Morrison & Foerster LLP on

The Short Field Guide to IPOs - For many years, most successful companies followed a relatively predictable capital-raising path. A lot has changed. The companies that tend to pursue IPOs in recent years are more mature,...more

Recent SEC Comment Letter Trends

In January, I passed along a list of 12 review and comment priorities distributed at the 48th Annual Institute on Securities Regulation in New York by a panel of speakers that included SEC Chief Accountant Wesley Bricker and...more

Continuing Trends in M&A Disclosure Litigation

Over the past two years, the deal litigation landscape has changed dramatically. In early 2016, the Delaware Court of Chancery announced a new rule for evaluating disclosure-based settlements in deal litigation — the “plainly...more

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

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