On March 3, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the SEC) issued new guidance, effective immediately, expanding the accommodations available for...more
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
7/2/2024
/ Disclosure Requirements ,
Form 10-K ,
Form 8-K ,
GAAP ,
Initial Public Offering (IPO) ,
Real Estate Investments ,
Registration Statement ,
REIT ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On December 19, 2023, the Fifth Circuit Court of Appeals issued an opinion and judgment vacating (the “Judgment”) the U.S. Securities and Exchange Commission’s (SEC) Share Repurchase Disclosure Modernization rule (the...more
On November 22, 2023, the U.S. Securities and Exchange Commission (SEC) issued an order postponing the effective date (the “Postponement”) of the Share Repurchase Disclosure Modernization rule (the “Repurchase Rule”), which...more
On September 27, 2023, the Division of Corporation Finance (Division) of the U.S. Securities and Exchange Commission (SEC) published an announcement about its anticipated operations in the event of a potential government...more
On May 3, 2023, the U.S. Securities and Exchange Commission (SEC) adopted amendments to its rules that will require additional detail regarding the structure of share repurchase plans or programs and share repurchases by...more
5/16/2023
/ Disclosure Requirements ,
Foreign Private Issuers ,
Form 10-Q ,
Investors ,
Regulation S-K ,
Repurchases ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Stock Repurchases ,
Trading Policies
On February 15, 2023, the U.S. Securities and Exchange Commission (SEC) adopted rules and amendments to shorten the standard settlement cycle for transactions in most securities from two business days after the trade date...more
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
4/11/2022
/ Corporate Counsel ,
Disclosure Requirements ,
Financial Statements ,
GAAP ,
Initial Public Offering (IPO) ,
Investment Company Act of 1940 ,
Proposed Amendments ,
PSLRA ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs)
On December 15, 2021, the U.S. Securities and Exchange Commission (the SEC) proposed amendments which would require that a public company provide more timely disclosure on a new Form SR regarding purchases of its equity...more
Special Purpose Acquisition Companies (“SPACs”) played a critical role in U.S. capital market growth in 2020. There were 248 SPACs launched, raising an aggregate of $83 billion in proceeds. The beginning of 2021 witnessed an...more
3/4/2021
/ Acquisitions ,
Asia ,
Capital Markets ,
Coronavirus/COVID-19 ,
D&O Insurance ,
Initial Public Offering (IPO) ,
Investors ,
Mergers ,
Nasdaq ,
NYSE ,
PIPEs ,
Purchase Agreement ,
Right of Redemption ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs) ,
Trust Accounting
2020 is drawing to a close, but the heat of the SPAC, which will be hot starting in 2019, has not diminished at all. More and more private equity funds, financial institutions and other investors are setting up SPAC. The...more
In September 2020, the U.S. Securities and Exchange Commission (SEC) attempted to clarify the extent to which a special purpose acquisition company (SPAC) can use the short-form Form S-3 to register securities after...more
On May 20, 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments to the financial statement and other disclosure requirements related to acquisitions and dispositions of businesses, including real estate...more
6/3/2020
/ Acquisitions ,
Disclosure Requirements ,
Dispositions ,
Financial Statements ,
Foreign Business Partners ,
IFRS ,
Income Test ,
Investment Test ,
Proposed Amendments ,
Regulation S-X ,
Securities and Exchange Commission (SEC)
As the world continues to adapt to the COVID-19 pandemic, many companies are assessing their liquidity position, general balance sheets, near-term interest payments and debt maturities. One way companies with outstanding debt...more
The use of non-GAAP financial measures is nearly ubiquitous for U.S. public companies. According to Audit Analytics, 97% of S&P 500 companies used non-GAAP financial measures in earnings releases during 2017.
Many...more