News & Analysis as of

Enforcement Actions Publicly-Traded Companies Regulation S-K

Cooley LLP

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

Cooley LLP on

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

Polsinelli

Recent Developments Relating to the SEC’s Cybersecurity Disclosure Requirements

Polsinelli on

The U.S. Securities and Exchange Commission (SEC) is becoming one of the federal agencies at the forefront of driving transparency, cybersecurity awareness and cyber incident reporting. As we reported in last year’s...more

Holland & Knight LLP

Fashion Retailer Failed to "Express" $1M in Perks But Skirts Civil Penalties

Holland & Knight LLP on

Like a fashion trend that never fails to come back in style (we look fabulous in baggy jeans, btw), we're revisiting SEC enforcement actions involving public company executive perquisites – or "perks" – a topic we have...more

Stinson - Corporate & Securities Law Blog

SEC Settles Charges Against Shift4 After Failing to Disclose Related-Person Transactions

In a settled enforcement action, the Securities and Exchange Commission (“SEC”) charged Shift4 Payments, Inc. (“Shift4”), a payment processing company based in Pennsylvania, with failing to disclose payments made to immediate...more

Cooley LLP

Enforcement offers a reminder about disclosures of related-person transactions

Cooley LLP on

Just in time for the commencement of proxy season we have this reminder from SEC Enforcement about disclosures of related-person transactions. Failure to properly report on a related-person transaction has been a subject of...more

BCLP

The Supreme Court Considers Item 303 Violations as Basis for Securities Fraud Claims

BCLP on

Corporate executives know they must disclose in their companies’ financial statements trends or uncertainties affecting their business. Such disclosure is a requirement of Item 303 of SEC Regulation S-K....more

Foley Hoag LLP - Public Companies & the Law

The SEC Continues its Efforts to Improve Option Grant Practices

The SEC’s recent Rule 10b5-1 rulemaking has drawn attention to its efforts to crack down on illegal trading by corporate insiders. (See our related post here.)  But less attention has been paid to part of the rulemaking that...more

Goodwin

SEC Enforcement Broadens Its Crypto Focus

Goodwin on

On May 6, 2022, the U.S. Securities and Exchange Commission announced that it settled charges against NVIDIA Corporation alleging that the company’s disclosures regarding the impacts of increased use of its gaming products by...more

Perkins Coie

Preparing for the 2021 Public Company Reporting Season

Perkins Coie on

In anticipation of the upcoming reporting season, we highlight rule changes, guidance, and trends for public companies to consider in preparing annual report and proxy statement disclosures in 2021. During 2020, the U.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

Navigating the Maze: Which SEC Rules Apply to Your Non-GAAP Financial Measure Disclosures

Bass, Berry & Sims PLC on

The recent SEC enforcement action against ADT Inc. for its failure to comply with the SEC’s equal prominence requirements applicable to non-GAAP financial measures, as outlined in our recent blog post, is a clear reminder...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

Hogan Lovells

SEC brings enforcement action for violation of "equal or greater prominence" requirement in presentation of non-GAAP financial...

Hogan Lovells on

The SEC’s Division of Enforcement recently instituted cease-and-desist proceedings against a company for violating Section 13(a) of the Exchange Act and Rule 13a-11 by including non-GAAP financial measures in two of its...more

Bracewell LLP

SEC Penalizes Issuer for Presenting Non-GAAP Financial Measures Without Giving Equal Prominence to GAAP Measures

Bracewell LLP on

In a cease-and-desist order dated December 26, 2018, the Securities and Exchange Commission enforced rules regarding the disclosure of non-GAAP financial measures, resulting in a $100,000 penalty to the violating issuer. With...more

Jones Day

SEC Enforcement in Financial Reporting and Disclosure—2018 Mid-Year Update

Jones Day on

Chairman Jay Clayton's vision for the Securities and Exchange Commission has largely shaped the first half of 2018, with policies and initiatives focused on the "main street investor" and combating clear cases of outright...more

Foley & Lardner LLP

SEC Issues Additional Guidance on CEO Pay Ratio Rule

Foley & Lardner LLP on

On September 21, 2017, the U.S. Securities and Exchange Commission (SEC) released several items that provide additional guidance on the CEO Pay Ratio Rule (the “Rule”): (1) SEC interpretive guidance; (2) Revised pay...more

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