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Disclosure Requirements Generally Accepted Accounting Procedures Non-GAAP Financial Measures

Cooley LLP

Non-GAAP Financial Metrics and Disclosures: Regulation G and Item 10(e) of Regulation S-K

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Non-GAAP financial measures are financial metrics that are not based on standard accounting principles but are presented by a company to provide additional insight into its performance. These measures often exclude certain...more

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

Latham & Watkins LLP

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

Latham & Watkins LLP on

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

Seward & Kissel LLP on

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

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

WilmerHale

Segments, Taxes, SAB 74 and More

WilmerHale on

The Financial Accounting Standards Board (FASB) was quite active at the end of 2023 and published two notable Accounting Standards Updates (ASUs) that are expected to meaningfully affect public company disclosures regarding...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

BCLP on

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

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

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

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

Stikeman Elliott LLP

OSC Issues Order to Provide Exemption to Federal Financial Institutions from Non-GAAP Disclosure Requirements

Stikeman Elliott LLP on

The Ontario Securities Commission (OSC) recently made an Order to exempt reporting issuers that fall under the definition of “federal financial institution” under the Bank Act from the application of National Instrument...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

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

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

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings: What Non-US Issuers Need to Know - 2020 Edition

Latham & Watkins LLP on

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

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings: What You Need to Know - 2020 Edition

Latham & Watkins LLP on

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

Snell & Wilmer

Sec and Reporting Update

Snell & Wilmer on

Disclosure Simplification (New Rules in Place). In March 2019, the Securities and Exchange Commission (“SEC”) adopted certain amendments as part of its continuing efforts to modernize and simplify provisions of Regulation...more

Bass, Berry & Sims PLC

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

Bass, Berry & Sims PLC on

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

Pillsbury Winthrop Shaw Pittman LLP

SEC Brings Enforcement Action over Disclosure of Non-GAAP Financial Measures in Earnings Releases

Failure to present GAAP financial measures “with equal or greater prominence” to non-GAAP measures results in cease-and-desist order and civil fine - The SEC continues to focus on noncompliant use of non-GAAP financial...more

Proskauer Rose LLP

SEC Brings Enforcement Proceedings on Non-GAAP Financial Disclosure

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The SEC recently instituted cease and desist proceedings relating to a company's use of non-GAAP financial measures, signaling the agency's continued focus on these disclosures, particularly in public company earnings...more

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