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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
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
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
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
Along with equal prominence, probably one of the most often non-GAAP comments we see issued by the U.S. Securities and Exchange Commission (SEC) Staff involves its objection to adjustments that it believes substitute...more
On April 18, 2021, the Securities and Exchange Commission (“SEC”) announced the fourth enforcement action arising from its EPS Initiative, charging Rollins Inc. (“Rollins”) and its former chief financial officer (“CFO”) with...more
Materiality in the context of the federal securities laws has been a topic of repeated focus by the Securities and Exchange Commission (SEC) and the courts over the years. That attention, however, has not necessarily produced...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
SEC Acting Chief Accountant Paul Munter released a statement last week, Assessing Materiality: Focusing on the Reasonable Investor When Evaluating Errors (the “Statement”), that is sure to become required reading for any...more
In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06” or the “ASU”). ASU 2020-06 simplifies an issuer’s accounting for convertible...more
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
For over two years, the SEC staff and advisory committees, credit rating agencies, investors, the Big Four accounting firms and other interested parties have been making noise about a popular financing technique called...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 Guide...more