News & Analysis as of

Securities and Exchange Commission (SEC) Registration Statement Financial Statements

Fenwick & West LLP

SEC’s New Disclosure Rules Impact SPACs and Target Companies

Fenwick & West LLP on

Almost two years after the publication of proposed rules (the Proposed Rules) on March 30, 2022, the SEC has adopted final rules (the Final Rules) to enhance disclosure and expand liability in initial public offerings by...more

Goodwin

FinCEN Issues Advisory For Financial Institutions to Look Out for Kleptocracy and Foreign Corrupt Activity

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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

Proskauer Rose LLP

SEC Amends MD&A Disclosure Rules and Trims Financial Disclosure Requirements

Proskauer Rose LLP on

On November 19, 2020, the Securities and Exchange Commission (SEC) adopted amendments to Regulation S-K that update and streamline its rules governing Management’s Discussion and Analysis of Financial Condition and Results of...more

Sullivan & Worcester

MD&A and Related Amendments

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The SEC has adopted amendments to Regulation S-K to revise the rules for MD&A and eliminate the requirement for selected financial data in SEC filings. According to the SEC, "The amendments are intended to enhance the focus...more

Goodwin

SEC Adopts Third Round of Disclosure Modernization

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The Securities and Exchange Commission has adopted the third group of amendments to its disclosure requirements, originally proposed in August 2019 and discussed in an earlier Goodwin client alert. The amendments, which are...more

Ballard Spahr LLP

SEC Adopts Rule Amendments to Modernize Certain Disclosures Under Regulation S-K

Ballard Spahr LLP on

By a 3-2 vote, the U.S. Securities and Exchange Commission (SEC) has adopted amendments designed to modernize the disclosure requirements involving description of business (Item 101), legal proceedings (Item 103), and risk...more

Locke Lord LLP

SEC Streamlines Financial Statement Requirements for Acquired and Disposed Businesses

Locke Lord LLP on

The SEC has revised its rules that require public companies to disclose financial statements of acquired businesses and to show the pro forma effect of acquired and disposed businesses. The adopting release is available here....more

Katten Muchin Rosenman LLP

Corporate & Financial Weekly Digest, Featuring Articles on Rule Changes for Position Limits and Brexit Transitions

SEC/CORPORATE - SEC Division of Corporation Finance Issues C&DIs on Omission of Third Year From MD&A - As previously discussed in the April 12, 2019 edition of Corporate & Financial Weekly Digest, the Securities and...more

Wilson Sonsini Goodrich & Rosati

Newly Issued C&DIs Serve as a Reminder of Changes to MD&A Disclosure

Last week, the U.S. Securities and Exchange Commission's (SEC's) Division of Corporation Finance issued three new Compliance & Disclosure Interpretations (C&DIs) relating to disclosure of management's discussion and analysis...more

Mayer Brown Free Writings + Perspectives

EGC IPOs and IPO Registration Statement Trends in 2019

IPOs in 2019 have raised more capital across a smaller number of deals, as we have previously blogged. EY’s recent Trends in US IPO Registration Statements report notes that the US Securities and Exchange Commission (“SEC”)...more

Cadwalader, Wickersham & Taft LLP

SEC Proposes Amendments to Modernize Disclosure Requirements

The Securities and Exchange Commission has proposed amendments to the business description, legal proceedings and risk factor disclosures required by registered companies in annual and quarterly reports and registration...more

Proskauer Rose LLP

SEC Proposes Rule Changes with Potential Benefits for REITs, Funds, and Business Development Companies

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The Securities and Exchange Commission ("SEC" or "Commission") recently proposed a number of changes to Regulation S-X and related rules and forms that could significantly streamline the requirements for filing financial...more

Bass, Berry & Sims PLC

12 Things You Need to Know About Drafting Management & Discussion Analysis (MD&A)

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While developments with respect to the Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) section in SEC disclosure documents has garnered less attention in the legal press in recent...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Proposes Changes to Financial Disclosure Requirements for Acquisitions and Dispositions

On May 3, 2019, the Securities and Exchange Commission (SEC) proposed extensive changes to the financial disclosure requirements for business acquisitions and dispositions. The proposed amendments are intended to reduce...more

Skadden, Arps, Slate, Meagher & Flom LLP

US Government Shutdown Ends – SEC Issues Guidance to Address Significant Backlog of Filing Reviews and Shareholder Proposals

On January 25, 2019, President Donald Trump signed into law a continuing resolution that immediately reopened the federal government through February 15, 2019. The three-week continuing resolution is a welcome development,...more

Sheppard Mullin Richter & Hampton LLP

The Effects of the SEC Shutdown on the Capital Markets

Although EDGAR continues to accept filings, the government shutdown has now eclipsed its 28th day and the SEC continues to operate with limited staff which is having a crippling effect on the ability of many companies to...more

Bass, Berry & Sims PLC

Behind the SEC Curtain - Practical Tips for Interacting with the SEC Staff

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I recently presented to the Corporate & Securities Law Committee of the Association of Corporate Counsel (ACC) on the topic entitled “Behind the SEC Curtain: Practical Tips for Interacting with the SEC Staff.” The...more

White and Williams LLP

Financial Reporting for Foreign Private Issuers Before the SEC

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Under the current rules of the US Securities and Exchange Commission (SEC), foreign issuers are allowed to use International Financial Reporting Standards (IFRS) financial statements in their registration statements and...more

Hogan Lovells

SEC issues new guidance on omission of interim financial information from draft registration statements

Hogan Lovells on

On August 17, the SEC’s Division of Corporation Finance issued new guidance indicating that emerging growth companies (EGCs) and non-EGCs may omit from their nonpublic draft registration statements interim financial...more

A&O Shearman

SEC Extends IPO Accommodations by Permitting Exclusion of Interim Financial Information in Confidential Draft Registration...

A&O Shearman on

On August 17, 2017, the SEC’s Division of Corporation Finance issued guidance further extending an important accommodation provided to companies contemplating going public. Under the updated guidance, all issuers, including...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Reduces Financial Information Requirements for Draft Registration Statements

On August 17, 2017, the Securities and Exchange Commission (SEC) updated its June 29, 2017 guidance on the confidential review process for draft registration statements and financial information that may be omitted from draft...more

Akin Gump Strauss Hauer & Feld LLP

SEC Staff Issues New C&DIs Clarifying Financial Information Required for Draft Registration Statements

On August 17, 2017, the Securities and Exchange Commission (SEC) Staff issued new Compliance and Disclosure Interpretations (C&DIs) that clarify the financial information that Emerging Growth Companies (EGCs) and non-EGCs may...more

Skadden, Arps, Slate, Meagher & Flom LLP

Corporate Finance Alert: SEC Issues New Guidance on Draft Registration Statements, Including Omission of Interim Financial...

On August 17, 2017, the staff (Staff) of the Securities and Exchange Commission (SEC) issued new guidance that will streamline significantly the confidential submission process for emerging growth companies (EGCs) and...more

Morrison & Foerster LLP - JOBS Act

Mid-Year IPO Trends - July 2017

Practical Law Company recently reviewed trends in the U.S. IPO market for the first half of 2017. In the first five months of 2017, 46 IPO issuers identified themselves as emerging growth companies (EGCs). Under the JOBS...more

Morrison & Foerster LLP

Inline XBRL Proposed Rule and IFRS Taxonomy

On March 1, 2017, the Securities and Exchange Commission (the “Commission”) proposed the use of the Inline XBRL (eXtensible Business Reporting Language) format for the submission of operating company financial statement...more

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