Disclosure Requirements, Securities and Exchange Commission (SEC), Regulation G

SEC Considers Modification of Foreign Private Issuer Criteria: May Result in Fewer Foreign Companies Qualifying as FPIs

BCLP on 6/10/2025

On June 4, 2025, the SEC released a Concept Release seeking public comment on potential changes to the definition of foreign private issuer (“FPI”), which changes may have the effect of reducing the number of foreign...more

Disclosure of Non-GAAP Financial Measures: Recent SEC Comments and Enforcement Actions

Pillsbury Winthrop Shaw Pittman LLP on 12/6/2024

The U.S. Securities and Exchange Commission (SEC) continues to scrutinize adjustments to, and presentation of, non-GAAP financial measures. Recent SEC enforcement actions for allegedly improper and misleading use of...more

SEC Staff Issues New C&DIs Regarding Non-GAAP Measures in Business Combination Context

Akin Gump Strauss Hauer & Feld LLP on 10/25/2017

On October 17, 2017, the Staff of the Securities and Exchange Commission (SEC) issued new Non-GAAP Financial Measures Compliance and Disclosure Interpretations (C&DI) that clarify when financial forecasts used in connection...more

SEC Issues New C&DIs on the Use of Non-GAAP Financial Measures in Forecasts for Business Combination Transactions

Morrison & Foerster LLP - JOBS Act on 10/23/2017

On October 17, 2017, the staff (the “Staff”) of the SEC’s Division of Corporation Finance issued two new compliance and disclosure interpretations (“C&DIs”) on the use of non-GAAP financial measures in forecasts for business...more

Preparing for the 2017 Public Company Reporting Season

Perkins Coie on 12/1/2016

Reevaluate Non-GAAP Disclosures in Light of Updated C&DIs and Other SEC Actions. As the reporting season gets underway, reviewing non-GAAP disclosure practices should remain a top priority in light of the new and updated...more

SEC Continues to Turn the Screw on Non-GAAP Financial Disclosures With Updates to Compliance & Disclosure Interpretations

Perkins Coie on 5/24/2016

Continuing the SEC’s recent focus on companies’ use of non-GAAP financial measures, the staff of the SEC Division of Corporation Finance issued updated guidance on May 17, 2016 that addresses compliance issues under...more