Securities and Exchange Commission (SEC), Regulation G, Publicly-Traded Companies

SEC Considers Modification of Foreign Private Issuer Criteria: May Result in Fewer Foreign Companies Qualifying as FPIs

BCLP on 6/10/2025

On June 4, 2025, the SEC released a Concept Release seeking public comment on potential changes to the definition of foreign private issuer (“FPI”), which changes may have the effect of reducing the number of foreign...more

SEC's Division of Corporation Finance Revises CD&Is on Non-GAAP Financial Measures

Troutman Pepper Locke on 12/19/2022

On December 13, the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance staff (the staff) updated its Compliance & Disclosure Interpretations (CD&Is), concerning the use of non-generally accepted...more

Recent SEC Enforcement Actions Involving Accounting Misstatements and Non-GAAP Financial Measures

Mayer Brown Free Writings + Perspectives on 10/7/2020

In July 2020, a publicly traded pharmaceutical company entered into a settlement with the Securities and Exchange Commission, without admitting or denying findings, and agreed to pay a financial penalty relating to various...more

Navigating the Maze: Which SEC Rules Apply to Your Non-GAAP Financial Measure Disclosures

Bass, Berry & Sims PLC on 10/24/2019

The recent SEC enforcement action against ADT Inc. for its failure to comply with the SEC’s equal prominence requirements applicable to non-GAAP financial measures, as outlined in our recent blog post, is a clear reminder...more

New SEC C&DIs on Non-GAAP Financial Measures for Business Combinations

Stinson - Corporate & Securities Law Blog on 10/18/2017

The SEC staff has issued two new Compliance and Disclosure Interpretations, or CD&Is, on non-GAAP financial measures in the context of business combinations....more

Practice Pointers on Non-GAAP Financial Measures

Morrison & Foerster LLP on 8/16/2016

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

Applying the New SEC Staff Guidance on Non-GAAP Measures to Your Next Earnings Announcement

WilmerHale on 5/26/2016

On May 17, 2016, the SEC’s Division of Corporation Finance escalated the SEC’s efforts to curb perceived misuse of non-GAAP financial measures with the issuance of a revised set of Compliance and Disclosure Interpretations...more

Securities and Exchange Commission (SEC) › Regulation G › Publicly-Traded Companies