Practising Law Institute

Practising Law Institute is a nonprofit learning organization dedicated to keeping attorneys and other professionals at the forefront of knowledge and expertise. PLI is chartered by the Regents of the University of the State of New York, and was founded in 1933 by Harold P. Seligson. The organization provides the highest quality, accredited, continuing legal and professional education programs in a variety of formats which are delivered by more than 4,000 volunteer faculty including prominent lawyers, judges, investment bankers, accountants, corporate counsel, and U.S. and international government regulators. PLI publishes a comprehensive library of Treatises, Course Handbooks, Answer Books and Journals also available through the PLI PLUS online platform. The essence of PLI’s mission is a commitment to the pro bono community, with over 98,000 program scholarships awarded in 2017.

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As we discussed in this post, the SEC’s Final Rule, “Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information,” was published in the Federal Register on January 11, 2021. The Rule’s transition provisions provide a mandatory transition date but also allow voluntary early compliance.  Both transition provisions are based on the Final Rule’s February 10, 2021 effective date.  The mandatory transition for a company is its first fiscal year that…
Special Purpose Acquisition Companies, or SPACs, have become a go-to vehicle for raising capital and becoming publicly traded.  This exponential growth has created a multitude of disclosure issues.  The 1933 Securities Act transaction disclosure requirements do not generally apply when a SPAC acquires an operating company.  Disclosure requirements for unique SPAC issues, including the economic stake that sponsors have in the SPAC and the process the SPAC uses to set the subsequent acquisition price, are…
As we discussed in this post, on January 11, 2021,  the SEC’s November 19, 2020 Final Rule, “Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information,” was published in the Federal Register. The Final Rule will be effective on February 10, 2021.  The transition provisions provide a mandatory transition date but also allow voluntary early compliance.  Companies must apply the rule for their first fiscal year that ends after…
As we begin 2021 and dive into year-end reporting, here are SECI’s upcoming SEC Reporting Essentials Workshops to keep you up to date with important reporting developments: January 14, 2021 – SEC 101 Reporting Essentials for Lawyers Workshop 2021 January 21, 2021 – Form 8-K SEC Reporting Essentials Workshop 2021 February 4, 2021 – SEC 101 Reporting Essentials for Financial Professionals Workshop 2021 February 11, 2021 – Form 10-K SEC Reporting Essentials Workshop 2021 February…
On January 11, 2021, the SEC’s Disclosure Modernization Final Rule, “Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information,” was published in the Federal Register. The rule will be effective on February 11, 2021.  The rule provides for a mandatory compliance date 210 days after the publication date.  This mandatory compliance date is August 9, 2021. This means that a company must apply the new rule for its fiscal year…
As we work on reporting for year-end 2020 (and how many of us are happy we are finally there?), we are presenting a series of posts about SEC comments that focus on areas that may require additional attention in our reporting for year-end.  This comment is about the impact of the pandemic and the potential need to make known-trend disclosures: On your first quarter earnings call, you indicate that you currently anticipate second quarter revenue…
On October 15, 2020, the SEC announced a settled enforcement case against Andeavor, LLC.  The case centers on stock buybacks Andeavor made while in discussions to be acquired by another oil and gas company.  This case is relevant for all public companies as it potentially expands the concept of internal accounting control to include administrative controls. In January 2018, Andeavor and a potential acquirer agreed to resume acquisition discussions which had been suspended in…
Principles-based disclosure guidance is a major theme in current SEC rulemaking.  Recent changes to Regulation S-K business, risk factor and MD&A disclosures rarely prescribe specific disclosures and frequently require materiality judgments.  For example, the business description disclosures in the new S-K Item 101 include this overall requirement: When describing each segment, only information material to an understanding of the businesstaken as a whole is required. Disclosure may include, but should not be limited to, the…
In its first COVID-19 disclosure enforcement case, on December 4, 2020, the SEC announced a settled administrative proceeding against The Cheesecake Factory, Inc. Underlying the case is a March 23, 2020 Item 7.01 Form 8-K.  In this Form 8-K, The Cheesecake Factory withdrew its financial guidance for 2020.  The accompanying five-paragraph press release included this incremental disclosure: “All of the Company’s restaurants have transitioned to an off-premise operating model as required by state and local…