On November 20, 2023, the staff of the U.S. Securities and Exchange Commission (“SEC”) issued two new compliance and disclosure interpretations (“C&DIs”) on filing fees and XBRL exhibits. These C&DI’s are summarized below,...more
On June 7, 2023, the US Securities and Exchange Commission (the “SEC”) unanimously adopted final rules amending Regulation M (the “Final Rules”) to remove its references to credit ratings, replace them with alternative...more
During this yesterday's open meeting of the U.S. Securities and Exchange Commission (the “SEC”), the Commissioners unanimously voted to adopt amendments to remove references to credit ratings from Regulation M, and replace...more
What’s the Deal?
Form 8-K is a report public companies must file with the SEC to announce major corporate events on a current basis. All U.S. “reporting” companies are responsible for filing Forms 8-K to disclose recent...more
On March 23, 2022, the US Securities and Exchange Commission (the “SEC”) proposed amendments to remove references to credit ratings from Regulation M, replace them with alternative measures of creditworthiness and impose...more
On September 11, 2020, the U.S. Securities and Exchange Commission (SEC) adopted, in substantially the form it had proposed, amendments to the requirements for statistical disclosures that bank and savings and loan...more
On July 9, 2020, SEC Chief Accountant Sagar Teotia and SEC Division of Enforcement Co-Director Stephanie Avakian moderated a panel discussion concerning limitations on inspection and enforcement in emerging markets, and...more
On July 9, 2020, the SEC hosted a virtual roundtable discussion on the risks of investing in emerging markets, including China. The roundtable featured four separate panels that included representatives from the PCAOB, DOJ,...more
Target and Pro Forma Financial Statement Requirements for Significant Acquisitions -
US reporting companies that are planning or have completed a significant acquisition of a business may be required to file separate...more
A Presidential memorandum was issued on June 4, 2020 calling for “firm, orderly action to end the Chinese practice of flouting American transparency requirements without negatively affecting American investors and financial...more
A number of public companies have experienced dramatic fluctuations in their stock price, trading volume and market capitalization as a result of the recent market downturn triggered by the COVID-19 pandemic....more
On March 2, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the financial disclosure requirements in Rules 3-10 and 3-16 of Regulation S-X, applicable to registered debt offerings involving guaranteed...more
During the last two weeks of 2019, the US Securities and Exchange Commission offered guidance and reminders relating to the role of audit committees, international intellectual property and technology risks, and confidential...more
1/8/2020
/ Audit Committee ,
Auditor Independence ,
Audits ,
Confidentiality Policies ,
Corporate Governance ,
Critical Audit Matters (CAMs) ,
Financial Regulatory Reform ,
Financial Reporting ,
GAAP ,
ICFR ,
Intellectual Property Protection ,
Libor ,
New Guidance ,
Non-GAAP Financial Measures ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Tone At The Top
On September 17, 2019, the Securities and Exchange Commission (SEC) proposed rules to update the statistical disclosures that bank and savings and loan registrants provide to investors. The proposed rules would rescind...more
9/25/2019
/ Bank Holding Company ,
Disclosure Requirements ,
Financial Institutions ,
GAAP ,
IFRS ,
Regulation S-K ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Statistical Analysis
On September 17, 2019, the Securities and Exchange Commission proposed rules to update the statistical disclosures that banks and loan registrants provide to investors, and eliminate disclosures that overlap with SEC rules,...more
9/19/2019
/ Bank Holding Company ,
Comment Period ,
Debt Securities ,
Disclosure Requirements ,
GAAP ,
IFRS ,
Investors ,
Proposed Rules ,
Regulation S-K ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Statistical Analysis
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
4/25/2019
/ C&DIs ,
Financial Statements ,
GAAP ,
Non-GAAP Financial Measures ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Requirements ,
Regulatory Standards ,
Reporting Requirements ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC)
US reporting companies that are planning or have completed a significant acquisition of a business may need to file separate target financial statements and related pro forma financial statements under Rule 3-05 and Article...more
On December 10, 2018, Representative K. Michael Conway introduced H.R. 7234, a new bill entitled “Holding Foreign Companies Accountable Act” that seeks to amend the Sarbanes-Oxley Act of 2002. ...more
On July 24, 2018, the Securities and Exchange Commission (SEC) proposed amendments to the financial disclosure requirements in Rules 3-10 and 3-16 of Regulation S-X, in an effort to simplify and streamline disclosures by...more