Securities Exchange Act, GAAP

A Comparative Analysis of 2022 and 2023 SEC Comments Issued to REITs

Morrison & Foerster LLP on 7/2/2024

In recent years, the Securities and Exchange Commission (SEC) has increased its scrutiny of disclosure in public filings, as evidenced by an increase in the number of comments issued to public reporting companies. This trend...more

Securities and Derivative Litigation: Quarterly Update - November 2023

Dechert LLP on 11/8/2023

With just one quarter remaining in 2023, securities and derivative litigation continues to develop with new standards being articulated or clarified, particularly by decisions within the Second Circuit: The Second...more

Recent PCAOB Developments for Audit Committee and Companies

WilmerHale on 10/30/2023

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

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2023 Edition

Latham & Watkins LLP on 9/12/2023

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Is It Time to Take a Fresh Look at Disclosure Controls and Procedures for CEO/CFO Certifications?

BCLP on 9/6/2023

In New England Carpenters Guaranteed Annuity and Pension Funds v. DeCarlo (Aug. 2023), the Second Circuit held, among other things, that CEO/CFO certifications mandated by SOX Section 302 constitute non-actionable statements...more

SEC Adopts Amendments to 10b5-1 Plans

Smith Anderson on 12/20/2022

On December 14, 2022, the Securities and Exchange Commission (SEC) unanimously voted to adopt amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act), adding new conditions to the availability of...more

SEC Adopts Long-Awaited Clawback Rules

Womble Bond Dickinson on 11/7/2022

On October 26, 2022, the Securities and Exchange Commission (“SEC”) adopted rules1 implementing Section 10D-1 of the Securities Exchange Act of 1934, a provision added by the Dodd-Frank Act of 2010, which will require listed...more

How to Navigate the SEC’s New Clawback Rules

Latham & Watkins LLP on 11/4/2022

The rules direct stock exchanges to require issuers that are publicly listed in the US to adopt clawback policies for the mandatory recovery of erroneously awarded incentive compensation... ...more

SEC Adopts Final Rules Requiring Disclosure and Recovery of Erroneously Awarded Incentive-Based Compensation

Goodwin on 11/2/2022

On October 26, 2022, the U.S. Securities and Exchange Commission (“SEC”) adopted regulations (the “final rules”) implementing Section 10D of the Securities Exchange Act of 1934 (“Exchange Act”), which was added by the...more

SEC Adopts Final “Pay Versus Performance” Rules

Vinson & Elkins LLP on 9/14/2022

On August 25, 2022, the Securities and Exchange Commission (the “SEC”) announced that it adopted a final rule requiring companies to disclose information that is intended to reflect the relationship between compensation paid...more

District Of New Jersey Dismisses Putative Class Action Against Women’s Clothing Retailer For Failure To Allege Material...

A&O Shearman on 7/8/2022

On June 28, 2022, Judge Kevin McNulty of the United States District Court for the District of New Jersey granted a motion to dismiss a putative class action against a retail clothing brand (the “Company”) and two of its...more

SEC's Proposed SPAC Rules: A Closer Look at the Proposed Rules

Vinson & Elkins LLP on 5/6/2022

On March 30, 2022, the commissioners of the Securities and Exchange Commission (“SEC”) approved much-anticipated proposed rules relating to special purpose acquisition companies (“SPACs”). ...more

The SEC Closes the Cookie Jar - Recent SEC Enforcement Activity Reaffirms Focus on Improper Earnings Management

Vinson & Elkins LLP on 5/6/2022

On April 18, 2021, the Securities and Exchange Commission (“SEC”) announced the fourth enforcement action arising from its EPS Initiative, charging Rollins Inc. (“Rollins”) and its former chief financial officer (“CFO”) with...more

SEC Proposes Sweeping Regulations Regarding SPAC and De-SPAC Transactions that Could Have a Chilling Effect on SPACs and Other...

Morrison & Foerster LLP on 4/11/2022

On March 30, 2022, the U.S. Securities and Exchange Commission (SEC) proposed new rules and amendments relating to special purpose acquisition companies (SPACs). The SEC indicated these proposals are meant to enhance...more

Company charged for improper intra-company foreign exchange transactions

Cooley LLP on 2/24/2022

On Tuesday, the SEC announced settled charges against Baxter International Inc., its former Treasurer and Assistant Treasurer, for misconduct related to improper intra-company foreign exchange transactions that resulted in...more

Northern District of California Delineates When Affirmative Statements Can Create a Duty to Disclose

Troutman Pepper on 3/31/2021

In a decision likely to cause some consternation for companies defending against federal securities claims, the U.S. District Court for the Northern District of California issued an unpublished decision on March 22,...more

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

Jones Day on 2/8/2021

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

SEC Shows no Goodwill for Issuer

BCLP on 12/17/2020

The SEC sued Sequential Brands on December 11 in Manhattan federal court, alleging that it failed to accurately calculate and disclose impairments to its goodwill in 2016 and early 2017. According to the Complaint, this...more

Many Corporations Facing April 29 Deadline For Sending Annual Reports

Allen Matkins on 4/28/2020

California law requires that a corporation deliver an annual report to its shareholders no later than 120 days after the close of its fiscal year. This requirement applies to corporations incorporated under California's...more

IRS offers a 162(m) - brace for the holidays

Eversheds Sutherland (US) LLP on 12/23/2019

On December 16, 2019, the Department of the Treasury (Treasury Department) and Internal Revenue Service (IRS) released long-awaited proposed regulations under Section 162(m) of the Internal Revenue Code implementing changes...more

Blog: Mylan settles SEC charges for disclosure and accounting failures arising out of DOJ investigation

Cooley LLP on 10/9/2019

At the end of September, the SEC announced that it had filed a complaint in federal court charging pharma Mylan N.V. with failing to timely disclose in its financial statements the “reasonably possible” material losses...more

SEC: Here Is When Loss Contingencies Must Be Disclosed and Reserved

Faegre Drinker Biddle & Reath LLP on 10/2/2019

When confronted with government inquiries, public companies commonly grapple with the issue of when events have escalated to the point that they are subject to disclosure obligations—or, further yet, require recognition as a...more

SEC Enforcement Activity – A Reminder Regarding the “Equal or Greater Prominence” Presentation Requirement of Item 10(e)

Bass, Berry & Sims PLC on 9/26/2019

At the end of last year, in an enforcement action brought by the Division of Enforcement of the Securities and Exchange Commission (SEC) against ADT Inc. (ADT), reporting companies were reminded that the SEC continues to...more

Southern District Of Florida Dismisses Putative Class Action Against Beverage Company For Failure To Adequately Allege...

A&O Shearman on 9/4/2019

On August 29, 2019, Judge K. Michael Moore of the United States District Court for the Southern District of Florida dismissed a putative class action against National Beverage Corporation and certain of its officers asserting...more

SEC Proposes Amendments to Further Modernize Regulation S-K Disclosure Requirements

Wilson Sonsini Goodrich & Rosati on 8/20/2019

On August 8, 2019, the U.S. Securities and Exchange Commission (SEC) proposed amendments to the requirements related to the description of business, legal proceedings, and risk factors in SEC filings. These amendments are...more

Securities Exchange Act › Generally Accepted Accounting Procedures

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