Compliance into the Weeds-Episode 65-The Trouble with Non-GAAP Metrics
What is non-GAAP?
On September 27, 2023, the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released nine new Compliance and Disclosure Interpretations (“C&DIs”) to clarify the pay versus performance...more
On March 14, DXC Technology Company (DXC) settled charges alleged by the Securities and Exchange Commission (SEC) for $8 million. The SEC claimed that DXC made misleading disclosures and lacked adequate disclosure controls...more
As covered in our last Hogan Lovells REIT team SEC update, the SEC staff recently revised its non-GAAP financial measures Compliance & Disclosure Interpretations (C&DIs). The revisions have raised concerns in the REIT sector...more
On December 13, 2022, the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission updated its Non-GAAP Financial Measures Compliance & Disclosure Interpretations (“C&DIs”). The C&DIs are...more
On December 13, 2022, the staff of the Division of Corporation Finance (the “staff”) of the Securities and Exchange Commission (the “SEC”) published seven new or revised Compliance and Disclosure Interpretations (“C&DIs”)...more
The SEC’s Division of Corporation Finance recently released updates to several Compliance & Disclosure Interpretations ("C&DIs") related to the use of non-GAAP measures. The revised C&DIs generally cover...more
On December 13, 2022, the staff of the Division of Corporation Finance (“staff”) of the Securities and Exchange Commission (“Commission”) has updated the following Compliance & Disclosure Interpretations (“C&DI”) on Non-GAAP...more
This memorandum outlines key considerations from White & Case’s Public Company Advisory Practice for foreign private issuers (“FPIs”) in preparation for the 2020 annual reporting season. It describes our key considerations...more
The recent SEC enforcement action against ADT Inc. for its failure to comply with the SEC’s equal prominence requirements applicable to non-GAAP financial measures, as outlined in our recent blog post, is a clear reminder...more
At the end of last year, in an enforcement action brought by the Division of Enforcement of the Securities and Exchange Commission (SEC) against ADT Inc. (ADT), reporting companies were reminded that the SEC continues to...more
The use of non-GAAP financial measures is nearly ubiquitous for U.S. public companies. According to Audit Analytics, 97% of S&P 500 companies used non-GAAP financial measures in earnings releases during 2017. Many...more
In our latest On point. we discuss the nature and purpose of non-GAAP financial measures and the rules governing the use of such financial measures. We also examine recent SEC comment letters and discuss areas of concern...more
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 30...more
The US Securities and Exchange Commission (SEC) recently gave a strong reminder of the importance of providing equal or greater prominence to the most directly comparable financial measures calculated and presented in...more
You might recall that, in 2016 and early 2017, the SEC made a big push—through a series of staff oral admonitions and written guidance, as well as an enforcement action—to require issuers to be more transparent and more...more
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. ...more
Public midstream oil and gas entities continue to face ever-increasing complexity related to filing financial statements that are compliant with GAAP and the U.S. Securities and Exchange Commission (SEC). The SEC has been...more
SEC/CORPORATE - SEC Guidance Expanding Exclusions for Non-GAAP Information - The Securities and Exchange Commission’s Division of Corporation Finance issued two new Compliance and Disclosure Interpretations (C&DI),...more
On April 4, 2018, the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) published two new Compliance and Disclosure Interpretations (“New C&DIs”) on the use of...more
The SEC previously noted in a Compliance and Disclosure Interpretation that financial measures included in forecasts provided to a financial advisor and used in connection with a business combination transaction are not...more
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
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
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
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