As some clients are continuing to finalize their 10-Qs, we are answering a frequently asked question about the new Exhibit 104 requirement in Form 10-Qs for large accelerated filers in light of recent questions on this...more
On May 3, 2019, the SEC proposed amendments to its rules and forms which would revise the disclosure requirements for financial statements relating to acquisitions and dispositions of businesses. We believe that most aspects...more
While monitoring SEC comment letters, we recently came across the batch of SEC comment letters issued to Uber Technologies, Inc. in connection with its IPO registration statement that was declared effective on May 9, 2019. ...more
6/19/2019
/ Financial Statements ,
Initial Public Offering (IPO) ,
Non-GAAP Financial Measures ,
Regulation S-K ,
Regulation S-X ,
Regulatory Requirements ,
Reporting Requirements ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC) ,
Securities Transactions ,
Technology Sector ,
Uber
Note: We updated this post (originally posted last week) to add a new frequently asked question about expanded hyperlinking.
The questions and answers below address certain interpretive issues on the SEC’s new hyperlink...more
There have certainly been many developments in securities claims jurisdiction in the past several years, particularly in the area of “exclusive forum” provisions contained in charters or bylaws. Exclusive forum provisions...more
Nearly a year and a half after proposing them, the SEC recently adopted amendments to disclosure requirements for reporting companies, as mandated by the 2015 Fixing America’s Surface Transportation Act (the FAST Act). These...more
4/3/2019
/ Beneficial Owner ,
Confidential Information ,
Disclosure Requirements ,
EDGAR ,
Emerging Growth Companies ,
Final Rules ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-K ,
Hyperlink ,
New Rules ,
Personally Identifiable Information ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
On March 20, 2019, nearly a year and a half after proposing them, the SEC adopted amendments to disclosure requirements for reporting companies, as mandated by the 2015 Fixing America’s Surface Transportation Act (the “FAST...more
3/26/2019
/ Amended Rules ,
Beneficial Owner ,
Disclosure Requirements ,
EDGAR ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-K ,
Hyperlink ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
XBRL Filing Requirements
Usually this blog is reserved for matters involving corporate and securities law rather than updates in the accounting standards, but the email alert from the Financial Accounting Standards Board (FASB) that I received...more
As it is proxy season for calendar year companies, many of which are filing preliminary proxy statements that are subject to screening by the SEC Staff, I thought it might be helpful to publish answers to a few common...more
This week the SEC proposed to expand the “test-the-waters” accommodation—currently available to emerging growth companies (EGCs)—to all issuers, including investment company issuers. The proposed rule and related amendments...more
2/25/2019
/ Accredited Investors ,
Corporate Issuers ,
Emerging Growth Companies ,
Proposed Rules ,
Public Comment ,
Public Offerings ,
Publicly-Traded Companies ,
Qualified Institutional Buyers ,
Registration Statement ,
Section 5 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The American Law Institute (ALI) approved a new project last month – Restatement of the Law, Corporate Governance. Over 25 years ago, the ALI approved and published the Principles of Law, Corporate Governance and this new...more
In response to the mandate of the Economic Growth, Regulatory Relief, and Consumer Protection Act, the Securities and Exchange Commission recently issued final rule amendments permitting companies reporting under Section 13...more
An SEC comment letter exchange recently made public serves as a helpful reminder to consider Section 5 of the Securities Act when structuring a PIPE (private investments in public equity) transaction. In a PIPE, a public...more
2/4/2019
/ C&DIs ,
Common Stock ,
Corporate Issuers ,
Form S-1 ,
Form S-3 ,
PIPEs ,
Private Placements ,
Publicly-Traded Companies ,
Registration Statement ,
Resales Agreements ,
Rule 144 ,
Section 11 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
With the government partially shut down, the SEC is following its operations plan during a shutdown, which entails an extremely limited number of staff members available to respond to emergency situations involving market...more
1/8/2019
/ Capital Formation ,
EDGAR ,
Government Shutdown ,
Investors ,
M&A Brokers ,
Offering Statements ,
Publicly-Traded Companies ,
Registration Statement ,
Section 8(a) ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
On December 19, 2018, the Delaware Chancery Court held that a business incorporated in Delaware could not use its corporate charter or bylaws to require that its shareholders bring any securities claims under the Securities...more
Generally speaking, the federal securities laws were drafted with the purpose of limiting the kind and amount of pre-offering publicity permitted in registered public offerings. Pursuant to Section 5(c) of the Securities Act...more
12/11/2018
/ Confidential Information ,
Corporate Counsel ,
Emerging Growth Companies ,
General Solicitation ,
Gun-Jumping ,
Initial Public Offering (IPO) ,
Investors ,
Press Releases ,
Printed Publications ,
Public Offerings ,
Registration Statement ,
Regulation D ,
Rule 506(c) ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Shareholders
In monitoring SEC comment letters, we came across a SEC comment letter recently made public. While we acknowledge the term “pro forma” is often used by registrants when adjusting their GAAP results to provide additional...more
We previously blogged about the recent SEC disclosure simplification rules. As the rules have now been published in the Federal Register and are set to go effective on November 5, 2018, set forth below are some FAQs on the...more
10/24/2018
/ Disclosure Requirements ,
FASB ,
Filing Requirements ,
Financial Reporting ,
Form 10-Q ,
GAAP ,
New Rules ,
Registration Statement ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Websites
We have previously blogged about recent SEC rule changes to the definition of “smaller reporting company” (SRC) and XBRL. Our readers should know that a byproduct of these new rules include certain tweaks to the cover pages...more
On July 24, the SEC proposed amendments to Rule 3-10 of Regulation S-X for guarantors and issuers of guaranteed securities registered or being registered, as well as the financial disclosure requirements in Rule 3-16 of...more
7/26/2018
/ Comment Period ,
Debt Securities ,
Disclosure Requirements ,
Financial Reporting ,
Guarantors ,
Investors ,
Offerings ,
Proposed Amendments ,
Proposed Rules ,
Public Comment ,
Regulation S-X ,
Securities and Exchange Commission (SEC)
The SEC recently adopted Inline eXtensible Business Reporting Language (XBRL) rules for operating companies and funds, which are intended to improve the quality and accessibility of XBRL data... our readers that prepare Form...more
On June 28, the SEC adopted regulations that could reduce the reporting burden on middle market public companies. In summary, the SEC adopted amendments to the smaller reporting company (SRC) definition to increase the...more
On July 2, the SEC announced that The Dow Chemical Company agreed to settle charges related to the company’s inadequate perquisites disclosure in SEC filings by paying a civil penalty in the amount of $1.75 million, hiring an...more
On May 29, 2018, President Trump signed the Economic Growth, Regulatory Relief and Consumer Protection Act (the “Act”) into law. While much of the Act centers on regulatory relief for smaller financial institutions and...more
6/29/2018
/ Community Banks ,
Economic Growth Regulatory Relief and Consumer Protection Act ,
Financial Institutions ,
Investors ,
Reporting Requirements ,
Section 508 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Transactions ,
Tier 2 Offerings ,
Trump Administration
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
4/23/2018
/ Disclosure ,
EDGAR ,
Filing Requirements ,
Financial Statements ,
Form 10-K ,
Investigations ,
New Rules ,
Proposed Rules ,
Proxy Statements ,
Registration Statement ,
Regulation S-K ,
Screening Procedures ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC)