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
As companies prepare for next proxy season, they should review SEC staff guidance on the pay vs. performance table. In addition to recent staff interpretations, as discussed in our October 2, 2023 post and February 22, 2023...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
The rules direct stock exchanges to require issuers that are publicly listed in the US to adopt clawback policies for the mandatory recovery of erroneously awarded incentive compensation... ...more
On October 26, 2022, the U.S. Securities and Exchange Commission (“SEC”) adopted regulations (the “final rules”) implementing Section 10D of the Securities Exchange Act of 1934 (“Exchange Act”), which was added by the...more
Following the Securities and Exchange Commission’s (SEC) issuance of interpretive guidance regarding the disclosure of key performance indicators and metrics (KPIs) early last year, we’ve been tracking SEC comments in this...more
On September 11, 2020, the Securities and Exchange Commission (the “SEC”) adopted final rules applicable to banks, bank holding companies, savings and loan associations and savings and loan holding companies that will, among...more
On January 30, 2020, the Securities and Exchange Commission ("SEC" or "Commission") published interpretive guidance (the "Guidance") that companies should consider when disclosing key performance indicators ("KPIs") and other...more
The release of MD&A interpretive guidance on KPIs and metrics reinforces their key role in company disclosure. On January 30, 2020, the US Securities and Exchange Commission (the “SEC”) published guidance on the disclosure...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
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
There have been significant recent developments in U.S. Securities and Exchange Commission (SEC) regulation of foreign private issuers, (FPIs) including changes that impact the annual report on Form 20-F for fiscal year 2019....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
Our preliminary list of important planning considerations for the 2020 proxy season is set forth below. Directors’ and Officers’ Questionnaires; Committee Charters - We have identified only a few possible changes to...more
In March 2019, final rules amending Regulation S-K and related rules and forms were adopted. Included in these rules were requirements that registrants use Inline XBRL, a machine-readable computer code, to tag certain...more
In our latest On point. we discuss the nature and purpose of non-GAAP financial measures and the rules governing the use of such financial measures. We also examine recent SEC comment letters and discuss areas of concern...more
On March 20, 2019, the Securities and Exchange Commission (SEC) adopted amendments to simplify and modernize disclosure requirements of Regulation S-K and certain forms....more
The SEC’s Division of Enforcement recently instituted cease-and-desist proceedings against a company for violating Section 13(a) of the Exchange Act and Rule 13a-11 by including non-GAAP financial measures in two of its...more
In a cease-and-desist order dated December 26, 2018, the Securities and Exchange Commission enforced rules regarding the disclosure of non-GAAP financial measures, resulting in a $100,000 penalty to the violating issuer. With...more
The US Securities and Exchange Commission (SEC) recently gave a strong reminder of the importance of providing equal or greater prominence to the most directly comparable financial measures calculated and presented in...more
SEC Adopts Final Rules for Disclosure of Hedging Policies. On December 18, 2018, the SEC approved final rules regarding the disclosure of a company’s hedging practices or policies, as mandated by the Dodd-Frank Act. This...more
The U.S. Securities and Exchange Commission (SEC) has adopted final rules to eliminate redundant, duplicative, overlapping, outdated, or superseded disclosure requirements. These rules, adopted more than two years after the...more
In this newsletter, we provide a snapshot of the principal Asian, US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions. ...more
On June 27, 2016, Securities and Exchange Commission (“SEC”) Chair Mary Jo White, speaking at the International Corporate Governance Network’s Annual Conference in San Francisco, reiterated the SEC’s growing concern regarding...more