Disclosure Requirements

Yesterday, the Staff of the Division of Corporation Finance provided additional guidance on Rule 701 by issuing this new Compliance and Disclosure Interpretation, Question 271.25, reprinted below:

Question:

To protect against the unauthorized disclosure of Rule 701(e) information, may companies that are using electronic delivery to satisfy Rule 701(e) disclosure requirements implement safeguards with

The use of non-GAAP financial measures by US public companies continues to attract scrutiny. As concern grows that non-GAAP measures are being employed in company disclosures to distort actual performance numbers and, in some cases, mislead the investing public, the SEC has stepped in.

In this exclusive report by Morrison & Foerster, and co-published with

November 8-10, 2017

The Roosevelt Hotel
45 East 45th Street
New York, NY 10017

PLI’s 49th Annual Institute on Securities Regulation will be composed of seasoned individuals from private practice, investment banking, accounting firms, corporations, and government agencies. These experts will put the developments of the past year into proper perspective, and prepare you for

On October 17, 2017, the staff (the “Staff”) of the SEC’s Division of Corporation Finance issued two new compliance and disclosure interpretations (“C&DIs”) on the use of non-GAAP financial measures in forecasts for business combination transactions. In the first C&DI, the Staff clarified that financial measures provided to a financial advisor, including financial measures included

In recent months, there has been an active dialogue regarding the regulatory burdens for public companies and whether these burdens have contributed to the decline in the number of U.S. initial public offerings (“IPOs”) and companies listed on U.S. securities exchanges. One of the burdens cited by commentators relates to the extensive disclosures required under

Practising Law Institute’s Exempt and Hybrid Securities Offerings is the first practical, accessible resource to provide you with comprehensive legal, regulatory, and procedural guidance regarding these increasingly popular offering methodologies.

Authored by Morrison & Foerster Partners Anna Pinedo and James Tanenbaum, the third edition of Exempt

On September 21, 2017, the Securities and Exchange Commission (the “SEC”) published interpretive guidance (the “SEC Guidance”) to assist public companies in their preparation of the pay ratio disclosure required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of [2010] (the “Act”). The staff of the SEC’s Division of Corporation

On September 13, 2017, the SEC Advisory Committee on Small and Emerging Companies held an open meeting to discuss the Sarbanes-Oxley (“SOX”) auditor attestation requirement, the final report that will be issued prior to the expiration of the Committee’s current charter and whether updates are needed to Securities Act Rule 701.  In its discussion of

On Tuesday, July 25, 2017, SEC Chairman Jay Clayton spoke at the U.S. Chamber of Commerce Center for Capital Markets Competitiveness (CCMC). During the panel, Chairman Clayton discussed the Commission’s priorities on a variety of issues.

Bad Actors/Retail Fraud. Chair Clayton noted the substantial costs of the effects of a bad actor and the costs