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Securities and Exchange Commission (SEC) Generally Accepted Accounting Procedures Non-GAAP Financial Measures

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings: What Non-US Issuers Need to Know - 2025 Edition

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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

Seward & Kissel LLP

Annual Report and Shareholder Meeting Season and Other Recent SEC Developments

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This memorandum summarizes key U.S. Securities and Exchange Commission (“SEC”) and stock exchange regulatory filing deadlines, new disclosure requirements and general tips and guidance for both U.S. domestic issuers and for...more

Dorsey & Whitney LLP

The SEC Amends Policy on Economic Projections, and Issues Final Rules and Additional Guidance for SPACs and Shell Companies

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The SEC on January 24, 2024 adopted final rules amending the disclosure and registration requirements applicable to special purpose acquisition companies (SPACs) and shell companies that register or file reports with the SEC....more

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings - Guide for Non-US Issuers

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Latham & Watkins, in collaboration with KPMG, has released 2023 guides to the financial statements required for US securities offerings. These companion guides provide US issuers and non-US issuers a roadmap to help navigate...more

Paul Hastings LLP

Public Company Update: Glass Lewis Releases Updated Guidelines for 2024 Proxy Season

Paul Hastings LLP on

On November 16, 2023, proxy advisory firm Glass Lewis released its 2024 Proxy Voting Policy Guidelines. The new guidelines apply to shareholder meetings occurring after January 1, 2024. Unsurprisingly, many of Glass Lewis’s...more

WilmerHale

Recent PCAOB Developments for Audit Committee and Companies

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The Public Company Accounting Oversight Board (PCAOB) has had one of its busiest years in recent memory, including with respect to standard setting, inspections and enforcement. Below is a summary of notable developments that...more

Cooley LLP

SEC charges Newell with misleading disclosure and control failures

Cooley LLP on

In this settled action, the SEC charged Newell Brands and its former CEO with providing misleading disclosure about a prominently featured non-GAAP financial measure—“core sales,” a key NGFM that Newell portrayed as providing...more

BCLP

Time to Get Ready for the 2024 Reporting Season

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As companies look ahead to the upcoming proxy and annual report season, the SEC has generated a number of new items to add to your compliance checklist – in addition to those covered in last year's list. Those items, along...more

White & Case LLP

Ten Key Considerations for the 2023 Annual Reporting and Proxy Season Part I: Form 10-K Considerations

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Part I of our two-part series identifies our Public Company Advisory Group's 10 important considerations when preparing Annual Reports on Form 10-K in 2023, organized in two categories: 1. Six Housekeeping Considerations:...more

Goodwin

REITs Should Review Disclosure of Non-GAAP Financial Measures Based on New SEC Staff Guidance

Goodwin on

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

Kramer Levin Naftalis & Frankel LLP

SEC Updates Guidance for Non-GAAP Disclosures

On December 13, 2022, the SEC’s Division of Corporation Finance updated several Compliance and Disclosure Interpretations addressing the presentation of non-GAAP financial measures, available here. The updates are as...more

McGuireWoods LLP

SEC Releases Updated Interpretations Regarding Non-GAAP Financial Measures

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On December 13, 2022, the staff of the U.S. Securities and Exchange Commission (SEC) Division of Corporation Finance released updated Compliance & Disclosure Interpretations (CDIs) regarding the use of financial measures that...more

Wilson Sonsini Goodrich & Rosati

SEC Provides Important Updates to Non-GAAP Disclosure Guidance

On December 13, 2022, the staff (Staff) of the U.S. Securities and Exchange Commission (SEC) issued updates and additional explanations to its Non-GAAP Financial Measures Compliance and Disclosure Interpretations (the...more

Goodwin

SEC Publishes New Non-GAAP Financial Measures Guidance as 2022 Year-End Reporting Season Approaches

Goodwin on

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

BCLP

SEC staff flashes red and yellow traffic lights on common non-GAAP practices

BCLP on

The SEC staff recently published updated interpretations addressing some common non-GAAP practices as either clearly non-acceptable or questionable. Not ground-breaking, as they largely track recent staff comments, these...more

WilmerHale

SEC Updates Non-GAAP Compliance and Disclosure Interpretations

WilmerHale on

On Tuesday, the SEC’s Division of Corporation Finance posted updated Compliance and Disclosure Interpretations (C&DIs) regarding Non-GAAP Financial Measures. A summary of the specific changes is set out below, followed by...more

Ballard Spahr LLP

SEC Adopts Disclosure Rules on Pay-Versus-Performance

Ballard Spahr LLP on

Summary - The Securities and Exchange Commission (SEC) has adopted amendments to rules requiring most reporting companies to publish pay-versus-performance information in certain proxy statements and information...more

Foley Hoag LLP

SEC Proposal - Private Fund Adviser Rules

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On February 9, 2022, more than a decade after the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 increased the Securities and Exchange Commission’s (the “SEC”) oversight of advisers to private funds (pooled...more

ArentFox Schiff

Investigations Newsletter: DOJ Attorneys Comment on the Rise of Telehealth Fraud During the COVID-19 Pandemic

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DOJ Attorneys Comment on the Rise of Telehealth Fraud During the COVID-19 Pandemic - During the 2022 Qui Tam Conference of the Federal Bar Association, DOJ attorneys commented on the dramatic rise in the use of remote...more

White & Case LLP

Key Considerations for the 2022 Annual Reporting Season: Form 20-F and Other FPI-Specific Considerations

White & Case LLP on

This memorandum outlines key considerations from White & Case's Public Company Advisory Group for foreign private issuers ("FPIs") during the 2022 annual reporting season. This memo describes our key considerations for...more

Bass, Berry & Sims PLC

Adjusting for Litigation Expenses in a Non-GAAP Financial Measure

Bass, Berry & Sims PLC on

It should come as no surprise to readers of our blog that public companies often expend significant resources each year on managing litigation matters. As a result, perhaps it is natural that some companies might want to...more

Cooley LLP

Blog: Is there a resurgence in the use of non-GAAP financial measures?

Cooley LLP on

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 consistent in the use of...more

Jones Day

SEC Enforcement in Financial Reporting and Disclosure: 2020 Year-End Update

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The second half of 2020 saw U.S. Securities and Exchange Commission ("SEC") enforcement activity continue to rebound from deep uncertainty and change caused by the COVID-19 pandemic. All told, the SEC—despite a full-scale...more

Bass, Berry & Sims PLC

Are You Sure That Metric is a Non-GAAP Financial Measure? SEC’s Focus on Key Performance Indicators Continues

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

Bass, Berry & Sims PLC

Recent SEC Comment Letters Of Interest Regarding COVID-19 Adjustments, SAB 99 And South Korea

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Subscribers to our blog know that we monitor EDGAR for new SEC comment letters and enjoy bringing attention to the more interesting ones. In today’s blog post, we bring you three new SEC comment letter exchanges. •In the...more

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