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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Latest from Practising Law Institute

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Many thanks to Gary Brown of Nelson Mullins, who leads our SEC Reporting and Practice Skills for Lawyers and many other PLI programs, for his thoughts in this post! In the “What We Do” section of the SEC’s web page, the very first thing the SEC states is its mission: The mission of the U.S. Securities and Exchange Commission is to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation.  In the…
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Environmental, sustainability and governance (“ESG”) issues and disclosures are becoming a more important part of the planning and disclosure regimens of companies around the world. If you are looking for information and concrete approaches to deal with these topics, PLI is presenting “ESG and Promoting Corporate Sustainability” on June 25, 2019.  Topics that will be addressed include: What constitutes a valid and robust CSR and sustainability program? What is driving employee, shareholder, and investor expectations…
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In a recent postwe began reviewing the changes made by the SEC’s March 20, 2019 Disclosure Modernization and Simplification final rule to disclosures in Part III of Form 10-K and the proxy statement.  This post concludes the discussion of changes to these areas, focusing on S-K Item 405 disclosures about delinquent Section 16 filers and a minor change to S-K Item 407 governance disclosures.  Changes in both areas are fairly straightforward and, like most…
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In the last several weeks we have been delving into the details of each change in the SEC’s March 20, 2019 Disclosure Modernization and Simplification final rule.  This is the first of two posts that review changes to areas that are included in Part III of Form 10-K and in proxy statement disclosures about executive officers and delinquent Section 16 filers.  Changes in both areas are fairly straightforward and, like most of the changes in…
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Over the last several years the SEC’s focus on disclosure effectiveness and capital formation have driven significant change in public company reporting.  From the 2015 and 2016 requests for comment on a variety of S-K and S-X requirements to the latest proposal to amend the definition of accelerated filer this process has generated much to watch and implement. In addition,the FASB has also reviewed disclosures and made improvements to many areas in the Codification. One…
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In June 2018, when the SEC changed the definition of “smaller reporting company” (SRC) by increasing the public float threshold from $75 million to $250 million and adding a revenue test, the Commission also directed the staff to review the issues in changing the definitions of accelerated and large accelerated filer. (The current definition is at the end of this post if you would like to review it.) These instructions to the staff came…
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In the last week there have been two very interesting developments in the SEC’s disclosure effectiveness process.  On May 3, 2019, the SEC formally proposed a rule to “improve the information that investors receive regarding the acquisition and disposition of businesses.”  The SEC indicated that “[t]he proposed amendments are also intended to facilitate more timely access to capital and to reduce complexity and compliance costs of these financial disclosures.”  The proposed rules would change Regulation…
When reading the results of operations section in MD&A it is not unusual to experience a feeling of  déjà vu. When comparing the current year to last year companies will explain why financial statement line items changed with the goal of helping readers understand quality of earnings and the likelihood that past performance predicts future performance. (For a quick review of these objectives you could re-read the SEC’s 2003 MD&A release, FR 72.) Unfortunately, when…
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When reading the results of operations section in MD&A it is not unusual to experience a feeling of  déjà vu. When comparing the current year to last year companies will explain why financial statement line items changed with the goal of helping readers understand quality of earnings and the likelihood that past performance predicts future performance. (For a quick review of these objectives you could re-read the SEC’s 2003 MD&A release, FR 72.) Unfortunately, when…
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This is a revised version of an earlier post, and demonstrates the risks in trying to get out with information as early as possible!  Drafting this post late yesterday and early this morning the SEC had not yet released updated versions of the cover pages for the forms and I created a version for this post.  And, shortly after I posted our suggested version the SEC updated the forms.  So, you can find the official revised cover pages…