In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting...more
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
Most reporting companies are required to provide pay versus performance disclosure in their 2023 proxy statements as a result of rules finalized by the Securities and Exchange Commission in September 2022....more
The SEC provides much-needed guidance on the new pay versus performance disclosure requirements that will be applicable to the current proxy season. On February 10, 2023, the Staff of the Securities and Exchange Commission...more
The focus on quantifying LIBOR exposure and related disclosure requirements may be a ‘red herring.’ The real issues are (i) whether the LIBOR transition is merely an excuse to change the effective interest rates of financial...more
It has been more than 30 years since the U.S. Securities and Exchange Commission (SEC) has significantly revised any disclosure requirements relating to employees. But in August 2020, after considering comment letters from...more
Following the Securities and Exchange Commission’s (SEC) issuance of interpretive guidance regarding the disclosure of key performance indicators and metrics (KPIs) early last year, we’ve been tracking SEC comments in this...more
On Sept. 9, the SEC’s Division of Corporate Finance (the Division) amended CF Disclosure Guidance: Topic No. 7 (Topic No. 7) and issued guidance regarding the options available to companies when a previously obtained...more
We are pleased to present our annual mid-year update on financial reporting and issuer disclosure enforcement activity for 2020. This White Paper focuses on the U.S. Securities and Exchange Commission's ("SEC") enforcement...more
On March 25, 2020, the SEC’s Division of Corporation Finance published CF Disclosure Guidance: Topic No. 9, which provides the Division’s views regarding public companies’ reporting and other obligations under the federal...more
With the aim of eliminating certain duplicative disclosures, and modernizing and enhancing Management’s Discussion and Analysis (MD&A) disclosures for the benefit of investors while reducing the compliance burden on...more
On January 30, 2020, the Securities and Exchange Commission ("SEC" or "Commission") published interpretive guidance (the "Guidance") that companies should consider when disclosing key performance indicators ("KPIs") and other...more
The release of MD&A interpretive guidance on KPIs and metrics reinforces their key role in company disclosure. On January 30, 2020, the US Securities and Exchange Commission (the “SEC”) published guidance on the disclosure...more
SEC/CORPORATE - SEC Proposes Amendments to Financial Disclosure in Regulation S-K and Issues New Guidance - On January 30, the Securities and Exchange Commission voted to propose amendments to certain financial...more
On January 30, 2020, the U.S. Securities and Exchange Commission (SEC) announced that it was providing guidance on key performance indicators (KPIs) and metrics in Management's Discussion and Analysis of Financial Condition...more
In This Issue. Federal financial regulators brought January to an impactful conclusion last week. On the morning of January 30, five federal financial regulators issued a proposed rule that would fundamentally modify the...more
The Securities and Exchange Commission (Commission) recently announced that it has issued guidance on key performance indicators and metrics in Management’s Discussion and Analysis (MD&A). Although the guidance in the...more
On January 30, 2020, the US Securities and Exchange Commission (SEC) provided guidance (MD&A Guidance) regarding the disclosure of key performance indicators and metrics used in the Management’s Discussion and Analysis of...more
During the past year, the Securities and Exchange Commission (SEC) adopted a number of amendments to its rules and regulations and issued additional guidance that will impact the Form 10-Ks and proxy statements that public...more
Preparations for annual reporting on Form 10-K and the 2020 proxy season have begun in earnest for many companies. We have summarized certain governance and disclosure developments that should be considered in the course of...more
On Dec. 19, 2019, the Division of Corporation Finance of the SEC updated its guidance with respect to the SEC’s procedures for confidential treatment applications (CTAs). In April 2019, the SEC adopted a streamlined procedure...more
The SEC has proposed amendments to the description of business, legal proceeding and risk factor disclosures that are required pursuant to Regulation S-K. The SEC intends to update the rules to account for developments in...more
Earlier this month, staff of the Securities and Exchange Commission (SEC) published guidance that encourages market participants to move away from LIBOR (the Staff Statement). The interest benchmark rate is expected to...more
On March 20, 2019, the SEC voted to adopt amendments to modernize and simplify disclosure requirements for public companies, investment advisers, and investment companies. The amended rules, which are based on amendments...more
The staff of the U.S. Securities and Exchange Commission recently issued new Compliance & Disclosure Interpretations (116.11 & 133.13) encouraging public companies to provide details on how they consider diversity when making...more