SEC Comment About “Reasonably Possible” Litigation Loss

By | Securities Law Exchange | June 23, 2017
In monitoring SEC comment letters, we came across this SEC comment letter made public last week. It serves a reminder to registrants about their loss contingency disclosures, particularly those involving a “reasonably possible” loss per ASC 450.  In the letter the SEC staff comments, “In regards to this [disclosed litigation] matter as well as any additional matters for which you believe it is at least reasonably possible that a material loss has been incurred but are unable to estimate the amount of loss, please supplementally tell us (a) the procedures you undertake on a quarterly basis to attempt to develop a range of reasonably possible loss for disclosure and (b) the specific factors that are causing your inability to estimate and when you expect those factors to be alleviated for each matter.”  The relevant comments are below. View Full Post
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Annual Meeting 8-K: Don’t Forget Say-When-on-Pay Determination

I wrote an article published by Securities Regulation Daily discussing the upcoming “say-when-on-pay” votes that many companies will hold during their annual meetings this year. Because Dodd-Frank mandates that the vote be held every six years, a great portion of companies last held the say-when-on-pay vote immediately following the enactment of Dodd-Frank in 2011 and must vote again in 2017. View Full Post
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SEC Staff Says No to Hyperlinking Non-GAAP Reconciliations in the Earnings Press Release

By | Securities Law Exchange | June 15, 2017
In monitoring SEC comment letters, we came across this SEC comment letter made public today, which we thought of particular interest to our readership given its direct application to almost all public companies. In the letter, the SEC Staff expressly concludes that simply including a URL address in an earnings press release that directs readers to a website where the non-GAAP reconciliation is located does not comply with the requirements in Item 10(e)(1)(i) of Regulation S-K (i.e., “must include….in the filing…a reconciliation”) and the general rules regarding disclosure of non-GAAP financial measures outlined in Regulation G (i.e., “must accompany that non-GAAP financial measure with…a reconciliation”). View Full Post
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3 Takeaways from the Recent House Passage of the Financial CHOICE Act

By | Securities Law Exchange | June 14, 2017
Last week, as reported by The Wall Street Journal, POLITICO and others, the House voted for a sweeping rewrite of the Dodd-Frank Act. According to Politico, “The legislation, approved without a single Democratic vote, represents the GOP’s opening salvo in the debate over easing the rules on the financial system, a move sparked by the election of President Donald Trump and Republican control of Congress.” For our prior coverage of the CHOICE Act, see these posts here and here. View Full Post
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SEC Staff Continues Focus On Non-GAAP Financial Disclosures

The Wall Street Journal yesterday published an interesting article regarding the SEC Staff’s attention to non-GAAP financial measure disclosure issues in the SEC comment letter process. The article highlights the ongoing focus of the SEC staff on non-GAAP financial disclosure issues following the revised (and more stringent) non-GAAP financial guidance promulgated by the SEC in the spring of 2016, as well as inquiries that were received from a sizeable number of public companies in 2016 from the SEC Division of Enforcement focused on non-GAAP compliance. View Full Post
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Annual Meeting 8-K: Don’t Forget SWOP Determination

As we arrive at the height of the annual meeting season this May, many public companies will be holding say-when-on-pay votes this month in light of the requirement under the Dodd-Frank Act to hold such vote every six years and the fact that many public companies first held this vote in 2011 following the enactment of Dodd-Frank. View Full Post
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Annual Meeting 8-K: Don’t Forget SWOP Determination

As we arrive at the height of the annual meeting season this May, many public companies will be holding say-when-on-pay votes this month in light of the requirement under the Dodd-Frank Act to hold such vote every six years and the fact that many public companies first held this vote in 2011 following the enactment of Dodd-Frank. View Full Post
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Bass, Berry & Sims Securities and Shareholder Litigation Group Publishes 2017: A Look Ahead

By | Securities Law Exchange | April 28, 2017
Securities and Shareholder Litigation 2017: A Look AheadWhile not necessarily as eventful as 2015, 2016 saw courts interpret and build upon major decisions from prior years, and have set up at least one important issue for consideration by the U.S. Supreme Court. 2016 also featured several important legal developments that should continue to impact both private litigation and public enforcement throughout 2017, including: SEC Whistleblower Program. View Full Post
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Bass, Berry & Sims Securities and Shareholder Litigation Group Publishes 2017: A Look Ahead

By | Securities Law Exchange | April 28, 2017
Securities and Shareholder Litigation 2017: A Look AheadWhile not necessarily as eventful as 2015, 2016 saw courts interpret and build upon major decisions from prior years, and have set up at least one important issue for consideration by the U.S. Supreme Court. 2016 also featured several important legal developments that should continue to impact both private litigation and public enforcement throughout 2017, including: SEC Whistleblower Program. View Full Post
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