What is non-GAAP?
As companies prepare to file Form 10-Qs, they should give special attention to risk factors in light of recently announced global tariffs. The situation is particularly challenging due to the fluid environment, including the...more
In an unexpected turn of events, the U.S. Supreme Court recently dismissed without explanation two securities fraud class action cases out of the U.S. Court of Appeals for the 9th Circuit—Facebook, Inc. v. Amalgamated Bank...more
When corporate executives discuss important company news in SEC filings or on stock-analyst conference calls, they know their words will be scrutinized by listeners and the broader market. Misstatements could give rise to...more
The Securities and Exchange Commission (“SEC”) recently brought two enforcement actions against public companies regarding related party transaction (“RPT”) disclosures. The actions against Lyft and Maximus should remind...more
On June 9, 2023, the Securities and Exchange Commission (SEC) approved proposed amendments of the New York Stock Exchange (NYSE) and the Nasdaq Stock Market LLC (Nasdaq) to their respective listing standards to implement the...more
On May 3, the Securities and Exchange Commission (SEC) approved new final rules after an extended period of public comments and review, requiring public companies to: •Disclose information regarding executed corporate share...more
This checklist highlights certain considerations for companies preparing to file annual reports on Form 10-K for calendar year 2022. This list is not intended to be exhaustive and is not a substitute for your understanding of...more
Part I of our two-part series identifies our Public Company Advisory Group's 10 important considerations when preparing Annual Reports on Form 10-K in 2023, organized in two categories: 1. Six Housekeeping Considerations:...more
The long-anticipated rules regarding recovery of erroneously awarded incentive-based compensation, commonly referred to as a “clawback,” were adopted by the Securities and Exchange Commission by a 3-2 vote on October 26,...more
This memorandum outlines key considerations for U.S. public companies in preparation for the 2022 annual reporting and proxy season. ▪️ Part I of this memo, which was published in January 2022, describes key...more
The SEC announced settled charges against formerly publicly-traded Leaf Group Ltd. for failing to adequately evaluate and disclose in its annual proxy statement the lack of independence of a director and a board committee as...more
The U.S. Securities and Exchange Commission (SEC) has adopted final amendments that, in conjunction with final rules adopted by the Public Company Accounting Oversight Board (PCAOB) earlier this year and the recent...more
On September 22, 2021, in a step that emphasizes the SEC's increased focus on climate change disclosure, the SEC's Division of Corporation Finance ("Corp Fin") issued a sample letter for public companies containing comments...more
The staff of the Division of Corporation Finance (“Staff”) of the U.S. Securities and Exchange Commission (“SEC”) published a sample comment letter on climate change disclosures on September 22, 2021. A brief statement that...more
To say the SEC has signaled increased attention to ESG matters would be an understatement. Between February 24th and April 12th of this year, the SEC has posted on its website five public statements and two press releases...more
A roundup of the principal new rules and amendments promulgated by the SEC in 2020 that public companies with December 31 fiscal years should consider when preparing their Annual Reports on Form 10-K for 2020. Public...more
The Coronavirus Aid, Relief and Economic Security Act, or CARES Act, is a little bit over a week old and public companies have begun to make disclosures regarding its impact in SEC filings....more
One thing I appreciate about the SEC comment letter process is that it gives real life examples to what is often discussed hypothetically. Take, for example, cybersecurity and steps management should take when a data incident...more
With the 2020 reporting season just around the corner, there are several compliance “musts” to focus on, as well as items that can be addressed in the remainder of 2019 to make 2020 a little easier....more
Governor Jerry Brown signed a bill into law on Sept. 30 that requires publicly held companies headquartered in California to include women directors on their board of directors. SB 826 requires California-based public...more
California has become the first state in the nation to require that publicly held corporations headquartered within the state include female directors on their boards. The new law, signed by Gov. Jerry Brown on September 30,...more
Despite focused media coverage and a steady increase in the number of data breaches involving public companies, there has not been a corresponding increase in shareholder securities fraud and shareholder derivative claims...more
The consequences of a data breach reached new heights last week when Yahoo announced the resignation of its General Counsel in response to a series of security incidents the company suffered. A more fulsome explanation of...more
On August 24, 2016, the Southern District of New York denied Defendants’ motion to dismiss a Dodd-Frank whistleblower retaliation claim brought by its former co-CEO and Executive Chairman of its Board of Directors, finding...more
The SEC adopted a rule required by the FAST Act, here, that, we guess, confirms that an Annual Report on Form 10-K may include a summary. The SEC prescribes no rules about where a summary might appear or what it may look...more