SEC Releases Updates to Non-GAAP C&DIs

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Nelson Mullins Riley & Scarborough LLP

The SEC’s Division of Corporation Finance recently released updates to several Compliance & Disclosure Interpretations ("C&DIs") related to the use of non-GAAP measures. The revised C&DIs generally cover:

  • The types of adjustments and presentations that may result in a non-GAAP measure being misleading; and
  • The types of presentations that would be deemed to give undue prominence to a non-GAAP measure, in violation of Item 10(e)(1)(i)(A) of Regulation S-K.

The affected C&DIs are 100.01, 100.04, 100.05, 100.06, and 102.10.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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