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Life Sciences Quarterly: A View From Washington: What to Expect From the SEC
Way back in 2017, one of our earliest posts discussed the legal and financial risks to both the issuer and the finder if an issuer pays a finder’s fee in connection with a sale of securities in the United States, and the...more
On March 6, the Public Company Accounting Oversight Board (PCAOB) held a virtual roundtable to discuss its June 6, 2023 proposed rule: Amendments to PCAOB Auditing Standards Related to a Company’s Non-Compliance with Laws and...more
The Securities Exchange Commission (SEC) adopted final climate risk disclosure rules on March 6, 2024, nearly two years after the controversial proposed rules generated intense interest and debate. The Enhancement and...more
The SEC’s Office of Chief Accountant appears to be taking a hard look these days at statements of cash flows. In “The Statement of Cash Flows: Improving the Quality of Cash Flow Information Provided to Investors,” SEC Chief...more
The U.S. Securities and Exchange Commission (SEC) on Aug. 23, 2023, adopted the long-awaited private fund rules (Private Fund Rules) under the Investment Advisers Act of 1940 (Advisers Act) as part of SEC Release No. IA-6383...more
On March 20, 2018, the United States Supreme Court decided Cyan, Inc. v. Beaver County Employees Retirement Fund, in which it unanimously held that the Securities Litigation Uniform Standards Act of 1998 does not strip state...more
The U.S. Court of Appeals for the Second Circuit held that a statement of opinion that reflects some subjective judgment can nevertheless be actionable under the securities laws if it misleads investors into thinking that the...more
On June 3, the Public Company Accounting Oversight Board (PCAOB) proposed sweeping new auditing standards (PCAOB Release No. 2023-003) that would require auditors to consider a company’s noncompliance with laws and...more
On June 23, Representative Maxine Waters solicited viewpoints, analysis, and recommendations in letters sent to the Department of Treasury and the SEC regarding a recently introduced discussion draft of cryptocurrency...more
In this new statement, SEC Chief Accountant Paul Munter—no longer “acting” Chief, he got the job—discusses some of the issues arising out of the increased use by lead auditors of other accounting firms and individual...more
On April 18, 2021, the Securities and Exchange Commission (“SEC”) announced the fourth enforcement action arising from its EPS Initiative, charging Rollins Inc. (“Rollins”) and its former chief financial officer (“CFO”) with...more
In This Issue. The Financial Crimes Enforcement Network (FinCEN) is urging financial institutions to focus their efforts on detecting the proceeds of foreign public corruption; the Financial Industry Regulatory Authority...more
The U.S. Securities and Exchange Commission has proposed new rules and amendments (the Proposed Rules) to enhance disclosure and expand liability in initial public offerings by special purpose acquisition companies (SPACs)...more
The Securities and Exchange Commission (“SEC”) was established by the passage of the Securities and Exchange Act of 1934 following the stock market crash of 1929.sec The Act gave the newly formed SEC power to regulate the...more
Paul Munter, acting chief accountant for the SEC's Office of the Chief Accountant, on Feb. 22, 2022, released a statement related to the Financial Accounting Standards Board's (FASB) effort to consult with investors and...more
Item 601(b)(5)(i) of Regulation S-K requires that all filings under the Securities Act of 1933 include as an exhibit an opinion of counsel regarding the legality of the securities being registered, indicating whether they...more
In a recent speech, SEC Commissioner Crenshaw, one of the Democratic appointees to the Commission, focused on the role internal controls play in assessing and monitoring ESG risks. Specifically, after noting that the SEC...more
Pro forma financial statements may be required in a securities offering where an acquisition or disposition has occurred or is probable within a certain period of the offering. In a Rule 144A offering, market practice is...more
It is probably safe to say that most public companies have experienced the difficult situation of needing to issue preliminary financial results after the quarter ends but before the customary date that financial results...more
As we continue to stumble into 2021, initially disappointed that our low expectations for a relatively better year lasted only six days, our editorial staff hews to the clamor for a calming retrospective on legal happenings...more
Among other things, 2020 will be remembered as a year that saw a boom in the use of Special Purpose Acquisition Companies (SPACs) as a robust alternative to an initial public offering (IPO). A SPAC is a company formed to...more
On Wednesday, April 8, 2020, the SEC Chairman, Jay Clayton, and Director of the SEC’s Division of Corporation Finance, William Hinman, released a joint public statement emphasizing the importance of disclosures from public...more
In This Issue. Federal financial regulators brought January to an impactful conclusion last week. On the morning of January 30, five federal financial regulators issued a proposed rule that would fundamentally modify the...more
Given the high profile nature of Boeing’s ongoing saga with the grounding of its 737 MAX aircraft, perhaps it should come as no surprise that the Securities Exchange Commission (SEC) Staff was particularly focused on the...more
Increasingly used by REITs, non-GAAP metrics can provide insights into a company’s operating results that official GAAP metrics cannot. Such measures can demonstrate a company’s ability to deliver sustainable growth in...more