What is non-GAAP?
It is no secret that companies are grappling with how to address countervailing pressures on diversity initiatives in this first quarter of the second Trump administration. This issue is front and center as U.S. public...more
In 2025, the business environment will continue to be challenging, with increasing uncertainty and disruptions impacting companies and their employees. Emerging technologies are rapidly retooling, if not revolutionizing,...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
Insider Trading Policies. As previously discussed in our Winter 2022-2023 Corporate Communicator, the Securities and Exchange Commission (“SEC”) adopted final rules in December 2022 relating to insider trading policy...more
Becoming a first-time director of a public company is a goal not easily achieved and can represent a significant personal and professional accomplishment, giving an individual a platform to share their expertise to help a...more
In granting certiorari in Facebook Inc. v. Amalgamated Bank and Nvidia Corp. v. E. Ohman J:or Fonder AB, the U.S. Supreme Court signaled its intention to provide further guidance concerning application of the heightened...more
ESG continues to be a hot topic for 2024 for investors and regulators alike. The specific concerns investors and regulators have – and what they expect to develop over the coming months – differ, however, across...more
This checklist highlights certain considerations for companies preparing to file annual reports on Form 10-K for the calendar year ended 2023 and is intended to serve as a focused resource highlighting changes in disclosure...more
Cyber incidents are among the fastest-growing existential threats to publicly traded companies. More than a technical headache, breaches can materially impact your bottom line—and the mere news of an incident can send stocks...more
In the August edition of our Public Company Watch, we cover key issues impacting public companies, including the SEC’s enhanced disclosure requirements regarding cybersecurity risk management, strategy, governance and...more
SEC Enhancement of Share Repurchase Disclosure Requirements - On May 3, 2023, the Securities and Exchange Commission (the “SEC”) announced its adoption of amendments to the provisions of Item 703 of Regulation S-K (“Item...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
On March 21, 2022, the U.S. Securities and Exchange Commission (“SEC”) announced a proposed rule (the “Proposed Rule”) that will require registrants to make certain climate disclosures in their registration statements and...more
On July 28, Securities and Exchange Commission (SEC) Chair Gary Gensler delivered remarks at the Principles for Responsible Investment’s Climate and Global Financial Markets Webinar. In his remarks, he offered a glimpse of...more
Last October, I wrote that one academic study had concluded that California's enactment of legislation mandating minimum numbers of female directors had already "resulted in a significant decline in shareholder value for...more
In a case alleging violations of federal securities laws by Cigna Corporation and certain of its officers, the Second Circuit Court of Appeals affirmed the dismissal of the complaint on the basis that the statements made by...more
When commodity price volatility subsides and the appetite for mergers and acquisitions gain momentum in the upstream segment of the oil and gas industry it will be important to understand the requirements, pitfalls and...more
On Oct. 11, the Securities and Exchange Commission proposed rules to modernize and simplify certain disclosure requirements in Regulation S-K and related rules and forms in order to reduce the costs and burdens on registered...more
Yesterday, the SEC issued an interim final rule amending Form 10-K pursuant to section 72001 of the FAST Act. That section required the SEC to allow issuers to include summary sections in their annual reports on Form 10-K as...more
lululemon athletica inc.’s Form 10-K includes the following risk factor: Our business could be negatively affected as a result of actions of activist stockholders, and such activism could impact the trading value of our...more
Last year about this time General Electric made a splash with its revamped Form 10-K, which it augmented with a short video introduction from its CEO, Jeff Immelt. This year, GE launched what it calls an Integrated Summary...more
Major home-improvement news this weekend, as Sherwin-Williams put up more than $9 billion to purchase Minneapolis-based Valspar. The deal’s expected to close within a year, pending approval from regulators and Valspar’s...more
As the fiscal year wraps up and SEC registrants begin to think about their 10-K and proxy, this is a good time for businesses to refresh their disclosure and to consider whether language that reappears annually still...more
OVERVIEW - On July 1, 2015, the US Securities and Exchange Commission (SEC) issued a concept release relating to its audit committee reporting requirements. This release references two Public Company Accounting Oversight...more