Compliance into the Weeds-Episode 65-The Trouble with Non-GAAP Metrics
What is non-GAAP?
There is a strong supernatural strand in the American consciousness. Twelve percent of United States adults believed that the world would end in 2012. Twenty-one percent believe in witches. A whopping thirty-six...more
Latham & Watkins, in collaboration with KPMG, has released 2023 guides to the financial statements required for US securities offerings. These companion guides provide US issuers and non-US issuers a roadmap to help navigate...more
Glass, Lewis & Co (Glass Lewis) and Institutional Shareholder Services (ISS) have each released updates to their Canadian proxy voting guidelines for the 2024 proxy season. The Glass Lewis updates apply to shareholder...more
Please join us for our 5th Annual Corporate & Securities Counsel Public Company Forum. This virtual half-day program will feature panel discussions focused on timely and practical guidance related to the latest developments...more
The Public Company Accounting Oversight Board (PCAOB) has had one of its busiest years in recent memory, including with respect to standard setting, inspections and enforcement. Below is a summary of notable developments that...more
As companies look ahead to the upcoming proxy and annual report season, the SEC has generated a number of new items to add to your compliance checklist – in addition to those covered in last year's list. Those items, along...more
On September 27, 2023, the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released nine new Compliance and Disclosure Interpretations (“C&DIs”) to clarify the pay versus performance...more
Part I of our two-part series identifies our Public Company Advisory Group's 10 important considerations when preparing Annual Reports on Form 10-K in 2023, organized in two categories: 1. Six Housekeeping Considerations:...more
On December 13, 2022, the staff of the Division of Corporation Finance (the “staff”) of the Securities and Exchange Commission (the “SEC”) published seven new or revised Compliance and Disclosure Interpretations (“C&DIs”)...more
On Tuesday, the SEC’s Division of Corporation Finance posted updated Compliance and Disclosure Interpretations (C&DIs) regarding Non-GAAP Financial Measures. A summary of the specific changes is set out below, followed by...more
Management’s Discussion and Analysis (MD&A). MD&A rules require companies to “describe any known trends or uncertainties that have had or that are reasonably likely to have a material favorable or unfavorable impact on net...more
The US Securities and Exchange Commission (SEC) announced on August 25, 2022, that it has adopted new rules to require enhanced pay for performance disclosure that will apply to 2023 proxies for calendar year-end issuers....more
Proxy season is once again upon us! When preparing proxy materials in 2022, issuers should focus on meaningful engagement with shareholders and integrating environmental and social disclosure into their circulars and other...more
This memorandum outlines key considerations from White & Case's Public Company Advisory Group for foreign private issuers ("FPIs") during the 2022 annual reporting season. This memo describes our key considerations for...more
It is now time for foreign private issuers (FPIs) to prepare their annual reports on Form 20-F. For companies with a calendar year-end, the Form 20-F must be filed with the U.S. Securities and Exchange Commission (the SEC) by...more
Following up on our prior blog post regarding 2020 first quarter COVID-19 adjustments in connection with the presentation of non-GAAP financial measures, we surveyed 102 S&P 500 companies who presented Adjusted EBITDA in...more
As public companies prepare their Q3 releases and filings, some of the key issues they should consider include: ..MD&A – as we reported last quarter, the SEC Staff issued COVID-19 guidance in June calling for companies to...more
Based on Q2 reporting to date, few companies opted to present non-GAAP financial measures using the new metric term “EBITDAC” (earnings before interest, tax, depreciation, amortization – and COVID-19). That is not surprising,...more
The SEC’s Division of Corporation Finance published formal disclosure guidance and other views of securities law compliance for public companies with respect to COVID-19....more
The Bass, Berry & Sims Corporate & Securities Practice Group kicked off the new year by participating as a sponsor of the 47th Annual Securities Regulation Institute, which is held annually in San Diego by Northwestern...more
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...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
The Securities and Exchange Commission recently released a Statement highlighting eight areas that audit committees should focus on this reporting season. Penned by SEC Chairman Jay Clayton, Division of Corporation Finance...more
This update provides an overview of recent developments that will affect preparation of annual results and annual reports for companies listed on The Stock Exchange of Hong Kong Limited (HKEX). In particular, it covers...more