What is non-GAAP?
Recently issued interpretive guidance from the SEC staff offers some answers for companies that find themselves having to decide whether and when to check one or both of the boxes on Form 10-K related to financial...more
The new registration statement guidance will make capital raises by non-WKSI companies filing on Form S-3 easier, as they can proceed with offerings during periods before their proxy statements are finalized – a privilege...more
In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting...more
On December 13, 2022, the staff of the Division of Corporation Finance (the “staff”) of the Securities and Exchange Commission (the “SEC”) published seven new or revised Compliance and Disclosure Interpretations (“C&DIs”)...more
With annual reports on Form 10-K publicly filed and first quarter earnings releases getting underway, proxy season – the annual practice of filing and distributing proxy statements, reserving meeting venues and courting...more
The Securities and Exchange Commission (Commission) recently announced that it has issued guidance on key performance indicators and metrics in Management’s Discussion and Analysis (MD&A). Although the guidance in the...more
On January 30, 2020, the US Securities and Exchange Commission (SEC) provided guidance (MD&A Guidance) regarding the disclosure of key performance indicators and metrics used in the Management’s Discussion and Analysis of...more
During the past year, the Securities and Exchange Commission (SEC) adopted a number of amendments to its rules and regulations and issued additional guidance that will impact the Form 10-Ks and proxy statements that public...more
Preparations for annual reporting on Form 10-K and the 2020 proxy season have begun in earnest for many companies. We have summarized certain governance and disclosure developments that should be considered in the course of...more
On March 20, 2019, the SEC voted to adopt amendments to modernize and simplify disclosure requirements for public companies, investment advisers, and investment companies. The amended rules, which are based on amendments...more
In late February, the SEC approved what it labeled “Guidance on Public Company Cybersecurity Disclosures.” And, sure enough, about three-quarters of its 24 pages focus on the various categories and locations of cybersecurity...more