Almost two years after the publication of proposed rules (the Proposed Rules) on March 30, 2022, the SEC has adopted final rules (the Final Rules) to enhance disclosure and expand liability in initial public offerings by...more
In This Issue. The Financial Crimes Enforcement Network (FinCEN) is urging financial institutions to focus their efforts on detecting the proceeds of foreign public corruption; the Financial Industry Regulatory Authority...more
On November 19, 2020, the Securities and Exchange Commission (SEC) adopted amendments to Regulation S-K that update and streamline its rules governing Management’s Discussion and Analysis of Financial Condition and Results of...more
The SEC has adopted amendments to Regulation S-K to revise the rules for MD&A and eliminate the requirement for selected financial data in SEC filings. According to the SEC, "The amendments are intended to enhance the focus...more
The Securities and Exchange Commission has adopted the third group of amendments to its disclosure requirements, originally proposed in August 2019 and discussed in an earlier Goodwin client alert. The amendments, which are...more
By a 3-2 vote, the U.S. Securities and Exchange Commission (SEC) has adopted amendments designed to modernize the disclosure requirements involving description of business (Item 101), legal proceedings (Item 103), and risk...more
The SEC has revised its rules that require public companies to disclose financial statements of acquired businesses and to show the pro forma effect of acquired and disposed businesses. The adopting release is available here....more
SEC/CORPORATE - SEC Division of Corporation Finance Issues C&DIs on Omission of Third Year From MD&A - As previously discussed in the April 12, 2019 edition of Corporate & Financial Weekly Digest, the Securities and...more
Last week, the U.S. Securities and Exchange Commission's (SEC's) Division of Corporation Finance issued three new Compliance & Disclosure Interpretations (C&DIs) relating to disclosure of management's discussion and analysis...more
IPOs in 2019 have raised more capital across a smaller number of deals, as we have previously blogged. EY’s recent Trends in US IPO Registration Statements report notes that the US Securities and Exchange Commission (“SEC”)...more
The Securities and Exchange Commission has proposed amendments to the business description, legal proceedings and risk factor disclosures required by registered companies in annual and quarterly reports and registration...more
The Securities and Exchange Commission ("SEC" or "Commission") recently proposed a number of changes to Regulation S-X and related rules and forms that could significantly streamline the requirements for filing financial...more
While developments with respect to the Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) section in SEC disclosure documents has garnered less attention in the legal press in recent...more
On May 3, 2019, the Securities and Exchange Commission (SEC) proposed extensive changes to the financial disclosure requirements for business acquisitions and dispositions. The proposed amendments are intended to reduce...more
On January 25, 2019, President Donald Trump signed into law a continuing resolution that immediately reopened the federal government through February 15, 2019. The three-week continuing resolution is a welcome development,...more
Although EDGAR continues to accept filings, the government shutdown has now eclipsed its 28th day and the SEC continues to operate with limited staff which is having a crippling effect on the ability of many companies to...more
I recently presented to the Corporate & Securities Law Committee of the Association of Corporate Counsel (ACC) on the topic entitled “Behind the SEC Curtain: Practical Tips for Interacting with the SEC Staff.” The...more
Under the current rules of the US Securities and Exchange Commission (SEC), foreign issuers are allowed to use International Financial Reporting Standards (IFRS) financial statements in their registration statements and...more
On August 17, the SEC’s Division of Corporation Finance issued new guidance indicating that emerging growth companies (EGCs) and non-EGCs may omit from their nonpublic draft registration statements interim financial...more
On August 17, 2017, the SEC’s Division of Corporation Finance issued guidance further extending an important accommodation provided to companies contemplating going public. Under the updated guidance, all issuers, including...more
On August 17, 2017, the Securities and Exchange Commission (SEC) updated its June 29, 2017 guidance on the confidential review process for draft registration statements and financial information that may be omitted from draft...more
On August 17, 2017, the Securities and Exchange Commission (SEC) Staff issued new Compliance and Disclosure Interpretations (C&DIs) that clarify the financial information that Emerging Growth Companies (EGCs) and non-EGCs may...more
On August 17, 2017, the staff (Staff) of the Securities and Exchange Commission (SEC) issued new guidance that will streamline significantly the confidential submission process for emerging growth companies (EGCs) and...more
Practical Law Company recently reviewed trends in the U.S. IPO market for the first half of 2017. In the first five months of 2017, 46 IPO issuers identified themselves as emerging growth companies (EGCs). Under the JOBS...more
On March 1, 2017, the Securities and Exchange Commission (the “Commission”) proposed the use of the Inline XBRL (eXtensible Business Reporting Language) format for the submission of operating company financial statement...more