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The number of accounting-related securities class action filings and settlements remained steady in 2024, with the number of filings increasing slightly and for the third consecutive year, according to a new report from...more
Who may be interested: Insurance Companies - Quick Take: In an Industry Letter, the SEC’s Division of Investment Management stated that insurance companies may file financial statements prepared in accordance with...more
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
At the end of last year, the SEC announced settled charges against Entergy Corporation, a Louisiana-based utility company with shares traded on the NYSE, for failure to maintain internal accounting controls adequate to ensure...more
This Insight provides a reference to help make sense of the financial statement requirements under the US federal securities laws. We focus primarily on the registration statement requirements for “foreign private issuers” (a...more
According to the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies, financial statement representations are universally required from sellers in private company M&A deals, included in...more
On January 24, 2024, the SEC adopted rules and guidance to impose a variety of new requirements on SPACs. The effective date of the rules is 125 days after publication in the Federal Register, an unpredictable process that...more
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
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
Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our...more
The Inflation Reduction Act (IRA) of 2022 significantly changed the U.S. Federal income tax code, including introducing the new Corporate Alternative Minimum Tax (CAMT). The CAMT is a parallel tax system that applies to...more
On September 5, 2023, almost one year since its first flurry of similar Custody Rule actions, the SEC announced settlements with five SEC-registered investment advisers to private funds with respect to alleged violations of...more
In the September edition of our Public Company Watch, we cover key issues impacting public companies, including the SEC’s new C&DIs and sample comment letter; considerations for issuers as they start their Form 10-Q...more
The U.S. Securities and Exchange Commission (SEC) on Aug. 23, 2023, adopted the long-awaited private fund rules (Private Fund Rules) under the Investment Advisers Act of 1940 (Advisers Act) as part of SEC Release No. IA-6383...more
Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more
In this Order, the SEC brought settled charges against Fluor Corporation, a global engineering, procurement and construction company listed on the NYSE, in connection with alleged improper accounting on two large-scale,...more
The U.S. Court of Appeals for the Second Circuit held that a statement of opinion that reflects some subjective judgment can nevertheless be actionable under the securities laws if it misleads investors into thinking that the...more
This article is part of a collaboration inside The Culture Lab @ Ankura where experts from different fields come together to tell a more impactful story about business outcomes. For this session, Karen Fletcher from Ankura...more
Davies Governance Insights analyzes the top trends and issues most important to Canadian public companies and provides practical guidance for boards to meet these challenges head on. ...more
On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (the IRA) into law. Among the most notable IRA provisions is a 15% corporate alternative minimum tax on corporations with book profits...more
Accountants (or auditors in particular) are the benefactors of hindsight and get to put it to use every time they are engaged to opine on a company’s financial statements. Namely, that period from the date of the financial...more