News & Analysis as of

Securities and Exchange Commission (SEC) New Guidance Regulation S-K

WilmerHale

New C&DIs Clarify Some Clawback Disclosure Questions

WilmerHale on

Recently issued interpretive guidance from the SEC staff offers some answers for companies that find themselves having to decide whether and when to check one or both of the boxes on Form 10-K related to financial...more

Fenwick & West LLP

SEC Staff Offers New Guidance on Crypto Disclosure, Stablecoins

Fenwick & West LLP on

On April 10, the SEC staff articulated how existing disclosure requirements under the federal securities laws apply to offerings and registrations involving crypto assets....more

Keating Muething & Klekamp PLL

Checking the Box(es): SEC Issues New Guidance Clarifying Clawback Expectations

On April 11, 2025, the Staff of the SEC’s Division of Corporation Finance released six Compliance and Disclosure Interpretations (“C&DIs”) that address the Form 10-K restatement checkboxes and related disclosures under Item...more

Akin Gump Strauss Hauer & Feld LLP

SEC Staff Provides Disclosure Guidance for Crypto Asset Offerings, Registrations

On April 10, 2025, the staff of the SEC’s Division of Corporation Finance (the “Staff”) published a statement providing its views about the application of certain disclosure requirements under the federal securities laws to...more

Cadwalader, Wickersham & Taft LLP

SEC Issues Updated Guidance for Nonpublic Review of Draft Registration Statements

On March 3, 2025, the staff of the SEC’s Division of Corporation Finance announced that it is expanding the accommodations available for issuers that submit draft registration statements for nonpublic review....more

WilmerHale

SEC Staff Expands Confidential Review Accommodations for Certain Issuers and Transactions

WilmerHale on

On March 3, 2025, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued new guidance, effective immediately, significantly expanding the ability of companies to...more

Smith Anderson

Public Companies Update: Reminders for the 2024 Form 10-K and Proxy Statement Filing Season

Smith Anderson on

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

Mayer Brown Free Writings + Perspectives

SEC Releases New and Revised C&DIs on Pay Versus Performance Disclosures

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

Dorsey & Whitney LLP

Additional SEC Guidance on Pay versus Performance Disclosure for 2023 Proxy Season

Dorsey & Whitney LLP on

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

Latham & Watkins LLP

SEC Issues New “Pay Versus Performance” Guidance

Latham & Watkins LLP on

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

Mayer Brown Free Writings + Perspectives

C&DI Updates on Non-GAAP Financial Measures

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

ArentFox Schiff

Overlooked Issues for LIBOR Transition: Board Governance and Disclosure Requirements

ArentFox Schiff on

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

King & Spalding

Early Trends Provide Guidance for Required 10-K Human Capital Disclosures

King & Spalding on

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

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

Kramer Levin Naftalis & Frankel LLP

SEC Division of Corporate Finance Issues Guidance Regarding Expiring Confidential Treatment Orders

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

Jones Day

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

Jones Day on

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

Foley Hoag LLP - Public Companies & the Law

SEC Provides Disclosure Guidance to Reporting Companies Coping with Fallout of COVID-19

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

Faegre Drinker Biddle & Reath LLP

SEC Gives Management’s Discussion and Analysis (MD&A) a Makeover

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

Proskauer Rose LLP

SEC Issues Guidance on the Use of Key Performance Indicators and Metrics in MD&A

Proskauer Rose LLP on

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

White & Case LLP

SEC Releases New Guidance on KPIs

White & Case LLP on

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

Katten Muchin Rosenman LLP

Corporate & Financial Weekly Digest, Featuring Articles on the Latest FINRA Guidance on CAB Rules and Fees; New HSR Filing...

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

Wilson Sonsini Goodrich & Rosati

SEC Issues New Guidance on the Use of KPIs and Metrics in MD&A and Proposes Amendments to Financial Disclosures

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

Goodwin

Financial Services Weekly News: Regulators Propose Easing Volcker Rule Restrictions

Goodwin on

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

Goodwin

SEC Issues MD&A Guidance

Goodwin on

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

Mayer Brown Free Writings + Perspectives

SEC Issues MD&A Guidance

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

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