Legal Risk Management Forum: panel highlights
As calendar-year companies prepare for upcoming quarterly reports, here are some updates and reminders...more
We had previously reported that beginning with the next annual report on Form 10-K, most US-listed issuers would be required to make more extensive disclosures on their share repurchase programs and insider transactions...more
Welcome to Vinson & Elkins’ Securities and ESG Updates. Our aim is to provide insights into notable developments in securities reporting and the environmental, social and governance space over the quarter and, where...more
In our latest Legal Update, we summarize the US Securities and Exchange Commission’s 2022 calendar year filing deadlines and financial statement staleness dates. ...more
The House Committee on Financial Services is considering legislation on a number of matters that would affect public companies. ...more
Following up on our prior blog post regarding 2020 first quarter COVID-19 adjustments in connection with the presentation of non-GAAP financial measures, we surveyed 102 S&P 500 companies who presented Adjusted EBITDA in...more
Based on Q2 reporting to date, few companies opted to present non-GAAP financial measures using the new metric term “EBITDAC” (earnings before interest, tax, depreciation, amortization – and COVID-19). That is not surprising,...more
As companies close their books on the second quarter and prepare their second quarter disclosures, it is important to assess the continuing impact of COVID-19 on businesses, employees and financial results and provide...more
The Securities and Exchange Commission continues to encourage public companies to provide disclosures that allow investors to evaluate the current and expected impact of COVID-19 through the eyes of management and to...more
The ongoing COVID-19 pandemic has resulted in unprecedented and rapidly evolving disruptions to public companies’ businesses, financial condition, and results of operations, as well as broad-based economic dislocation and...more
On March 4, 2020, the Securities and Exchange Commission (the Commission) announced that it is providing conditional regulatory relief for certain publicly traded company filing obligations under the federal securities law in...more
In a settled enforcement action, the SEC resolved allegations related to non-monetary transactions regarding certain Comscore transactions. The enforcement action also involved disclosures surrounding the number of...more
The SEC announced an upcoming roundtable (date and details to come) that will focus on the causes of short-termism, including the role of quarterly disclosures. At the end of 2018, the SEC had published a request for comment...more
SEC Adopts Hedging Rules, Extends Regulation A to all Public Companies and Solicits Comments on Earnings Releases and Quarterly Reports. SEC Adopts Rules for Public Companies to Use Regulation A - Keeping up with the...more
The SEC has issued a comment release soliciting input on many questions related to quarterly reporting. The release covers a lot of possible scenarios, any or none of which may occur. The format, as with many releases of this...more
The SEC issued a request for comment on the nature and timing of disclosures that reporting companies must provide in quarterly reports on Form 10-Q, including when the requirements overlap with earnings releases furnished on...more
On December 18, 2018 the Commission published a Request for Comment on Earnings Releases and Quarterly Reports (the “Request”), which solicits public comment on both earnings releases and the frequency of periodic reporting....more
As we previously posted, the Securities and Exchange Commission had announced that at today's open meeting the Commission would, among other things, consider a request for comment regarding earnings releases and the frequency...more
The Securities and Exchange Commission announced that it will hold an open meeting on December 19, 2018. Among other things, the Commission will consider a rule requiring disclosure of hedging arrangements entered into by a...more
The Fed released minutes from its November meeting yesterday, and they reinforced the expected December rate hike while showing a more uncertain path for hikes in 2019....more
Even before the Trump tweet, discussions regarding interim reporting requirements for U.S. public companies had been ongoing for several years. ...more
As we previously blogged, a Trump tweet called on the Securities and Exchange Commission to undertake a study regarding the costs and benefits of quarterly versus semi-annual filings. ...more
Facebook’s Q1 results make a strong case for Zuckerberg and his ilk riding out arguably its most serious crisis to date (the flood of criticism over its privacy practices and handling of user data) with next-to-no effect on...more
The Brexit vote and President Donald Trump’s election and proposed regulatory and other reforms have led to worldwide geopolitical uncertainty. We expect reporting companies will continue to disclose risk factors relating to...more
In an Op-Ed published yesterday by the Wall Street Journal, MIT Senior Lecturer Robert Pozen and Harvard Law School Professor Mark J. Roe argue for the retention of quarterly earnings reports with some modifications. They...more