The U.S. Securities and Exchange Commission (SEC) continues to scrutinize adjustments to, and presentation of, non-GAAP financial measures.
Recent SEC enforcement actions for allegedly improper and misleading use of...more
12/6/2024
/ C&DIs ,
Compliance ,
Corporate Fines ,
Criminal Penalties ,
Disclosure Requirements ,
EBITDA ,
Enforcement Actions ,
False Statements ,
Fines ,
Form 10-K ,
Form 10-Q ,
Intangible Fixed Assets ,
Investigations ,
Misleading Statements ,
Non-GAAP Financial Measures ,
Regulation G ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934
The SEC shortened Schedule 13D and Schedule 13G beneficial ownership reporting deadlines and amended disclosure requirements.
The SEC modified and accelerated the initial filing and amendment deadlines, as well as...more
11/10/2023
/ Beneficial Owner ,
Compliance ,
Deadlines ,
Derivatives ,
Disclosure Requirements ,
EDGAR ,
New Rules ,
Passive Investments ,
Reporting Requirements ,
Schedule 13D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Security-Based Swaps ,
Shareholders
All companies that have securities listed in the United States, including foreign and domestic companies, are required to adopt an executive compensation recoupment (a.k.a. “clawback”) policy by, in most cases, no later than...more
10/6/2023
/ Clawbacks ,
Compensation ,
Executive Orders ,
Foreign Corporations ,
Incentive Compensation ,
Indemnification ,
Nasdaq ,
National Exchange ,
NYSE ,
Proposed Amendments ,
Publicly-Traded Companies ,
Securities ,
Securities and Exchange Commission (SEC) ,
Stock Options
The SEC seeks to regulate trading through internal compliance processes.
The SEC settled insider trading charges in relation to misuse of a Rule 10b5-1 plan established in the name of a British Virgin Islands entity owned...more
1/5/2023
/ 10b5-1 Plans ,
Broker-Dealer ,
BVI Business Companies ,
Cease and Desist Orders ,
CEOs ,
Chief Technology Officer (CTO) ,
Compliance ,
Final Rules ,
Insider Trading ,
MNPI ,
Publicly-Traded Companies ,
Risk Mitigation ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Settlement
Affected individuals should review their 10b5-1 plans and Section 16(a) Reporting practices to ensure they comply with the new regulations.
Directors, officers and other persons (other than issuers) cannot maintain more...more
1/5/2023
/ 10b5-1 Plans ,
Affirmative Defenses ,
Certifications ,
Cooling-Off Rule ,
Disclosure Requirements ,
Insider Trading ,
MNPI ,
New Amendments ,
New Regulations ,
Private Equity Funds ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
Rule proposals, if adopted, would more closely align de-SPAC mergers with traditional IPOs with respect to disclosure requirements, marketing practices, and gatekeeper obligations.
Proposed Rules would significantly...more
4/18/2022
/ Conflicts of Interest ,
Disclosure Requirements ,
EGCs ,
Fiduciary Duty ,
Financial Statements ,
Initial Public Offering (IPO) ,
Investment Company Act of 1940 ,
Mergers ,
Proposed Rules ,
PSLRA ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Shareholders ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs)
Rule amendments, if adopted, would substantially shorten filing deadlines for initial and amended Schedules 13D and 13G, as well as increase the number of securityholders required to file Section 16(a) reports (Forms 3, 4,...more
4/18/2022
/ Beneficial Owner ,
Compliance ,
Filing Deadlines ,
Proposed Amendments ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholders ,
Transparency ,
Valuation ,
Voting Powers