Non-GAAP financial measures are financial metrics that are not based on standard accounting principles but are presented by a company to provide additional insight into its performance. These measures often exclude certain...more
The U.S. Securities and Exchange Commission (SEC) is becoming one of the federal agencies at the forefront of driving transparency, cybersecurity awareness and cyber incident reporting. As we reported in last year’s...more
Like a fashion trend that never fails to come back in style (we look fabulous in baggy jeans, btw), we're revisiting SEC enforcement actions involving public company executive perquisites – or "perks" – a topic we have...more
In a settled enforcement action, the Securities and Exchange Commission (“SEC”) charged Shift4 Payments, Inc. (“Shift4”), a payment processing company based in Pennsylvania, with failing to disclose payments made to immediate...more
Just in time for the commencement of proxy season we have this reminder from SEC Enforcement about disclosures of related-person transactions. Failure to properly report on a related-person transaction has been a subject of...more
The U.S. Supreme Court’s decision in Macquarie v. Moab Partners draws a clear distinction between pure omissions and half-truths. Our Securities Litigation Group explains how the Court resolved a circuit split over public...more
Corporate executives know they must disclose in their companies’ financial statements trends or uncertainties affecting their business. Such disclosure is a requirement of Item 303 of SEC Regulation S-K....more
Two recent settled actions suggest that SEC Enforcement seems to be scrutinizing disclosures about related-person transactions—or rather, the absence thereof. The first, announced last week against Maximus, Inc., looks like...more
The SEC’s recent Rule 10b5-1 rulemaking has drawn attention to its efforts to crack down on illegal trading by corporate insiders. (See our related post here.) But less attention has been paid to part of the rulemaking that...more
On December 14, 2022, the SEC adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 and added related new disclosure requirements. Rule 10b5-1 provides an affirmative defense to insider trading liability...more
Current macroeconomic and geopolitical uncertainty may make it difficult for companies to know how to tackle their Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") disclosure. In...more
The SEC announced settled charges against technology company NVIDIA Corporation for inadequate disclosures concerning the impact of cryptomining on the company’s gaming business. - The SEC’s order finds that, during...more
In anticipation of the upcoming reporting season, we highlight rule changes, guidance, and trends for public companies to consider in preparing annual report and proxy statement disclosures in 2021. During 2020, the U.S....more
On August 26, 2020, the U.S. Securities and Exchange Commission (“SEC”) issued a final rule amending Regulation S-K that, among other things, changes a long-standing test obligating registrants to disclose certain...more
Disclosure Simplification (New Rules in Place). In March 2019, the Securities and Exchange Commission (“SEC”) adopted certain amendments as part of its continuing efforts to modernize and simplify provisions of Regulation...more
In the first part of this series of Client Alerts, we addressed some of the background issues associated with the Commission's enforcement action against Mylan N.V. that followed the large generic drug company's settlement of...more
On Sept. 27, 2019, the Securities and Exchange Commission (SEC) announced that Mylan N.V., a global pharma company that manufactures and sells EpiPen, which is used to treat serious allergic reactions, agreed to pay $30...more
At the end of last year, in an enforcement action brought by the Division of Enforcement of the Securities and Exchange Commission (SEC) against ADT Inc. (ADT), reporting companies were reminded that the SEC continues to...more
The following update highlights recent corporate governance hot topics and trends for directors of public companies. Board Oversight of Mission-Critical Risks - In June 2019, the Delaware Supreme Court allowed a Caremark...more
Heaping further empirical evidence on the postulate that self-indulgence trumps common sense, Elon Musk is at it again, now charged by the SEC with violating his earlier settlement agreement, which required that he pre-clear...more
Failure to present GAAP financial measures “with equal or greater prominence” to non-GAAP measures results in cease-and-desist order and civil fine - The SEC continues to focus on noncompliant use of non-GAAP financial...more
The SEC recently instituted cease and desist proceedings relating to a company's use of non-GAAP financial measures, signaling the agency's continued focus on these disclosures, particularly in public company earnings...more
On December 26, 2018, the SEC filed a cease-and-desist order and fined ADT Inc. (“ADT”) $100,000 for its use of non-GAAP financial measures without giving equal or greater prominence to the comparable GAAP financial measures....more
In case you were questioning whether the SEC continues (assuming it reopens at some point) to address the inappropriate use of non-GAAP financial measures with the same level of gravity as in prior years, you might take note...more
The U.S. Securities and Exchange Commission announced on July 2, 2018, that The Dow Chemical Company had agreed to a cease and desist order and to pay a $1.75 million penalty for failing to disclose certain expenses as...more