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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In our last post we explored the relationship between metrics and nonGAAP measures, and how a metric that is computed with GAAP numbers is not a non-GAAP measure.  In this post we explore other important aspect of metrics, including explaining to investors how they relate to financial performance and also relating them to performance. When companies present metrics, such as “average monthly users,” these measures can look impressive, but in many business models the relationship…
One frequently misunderstood aspect of the SEC’s non-GAAP measure guidance is whether or not certain “operational metrics” such as same-store sales are non-GAAP measures.  Here is an example SEC comment that raises this question: Item 6. Selected Financial Data, page 52    In your selected financial data and your results of operations discussion for your segments, you present certain amounts, such as “average realized price per metric ton of primary aluminum”, “average cost per dry metric…
As we move towards the end of the third-quarter and begin preparations for year-end reporting we are presenting a series of posts focused on common questions and problems in quarterly and annual reports. One of the interim reporting issues we emphasize in our Workshops deals with the timing of the auditor’s review of the financial statements in Form 10-Q.  Regulation S-X Article 10-01(d) states: (d) Interim review by independent public accountant. Prior to filing, interim financial statements…
On September 26, 2019 the Division of Corporation Finance announced that they have reorganized into a new streamlined structure with seven industry offices.  In addition, the new structure will support focusing on developing risks and evolving disclosures and include a new office to evaluate the effectiveness of the review program.  You can read the details and find instructions to learn which group your company is in here. In addition, CorpFin’s Filing Review Process document
Last week we reminded folks that our IPO program will be held on October 25, 2019.  In a timely IPO related development, on September 26, 2019 the SEC finalized a rule to allow all issuers, not just EGC’s, to “test the waters” in the IPO process.  We explored this proposal in this post from last June and discussed the implications of extending this JOB’s Act provisions to all companies.  You can read the details…
The IPO market has been in the news the last several months with deals including Uber, Lyft and now WeWork in the headlines.  Interestingly, along with all these high-profile deals there have been several successful deals that have not attracted headlines.  If you are on the offering path now or may be in the future you can learn this process “from start to finish” at our Public Offering program on October 25, 2019.  The program…
As the debate surrounding the impact of quarterly reporting on company management and investor behavior continues, CFA Institutehas completed a survey of its global membership in a report titled “The Case for Quarterly and Environmental, Social, and Governance Reporting,”  which provides valuable data and insights for this discussion.CFA Institute has more than 164,000 members worldwide and is the not-for-profit organization that awards the Chartered Financial Analyst® (CFA) credential (as well as several…
Without going back into a lot of history, the “scandal” in the early 2000’s surrounding several banks manipulating LIBOR has resulted in a very real likelihood that when the obligation banks have to provide information to determine LIBOR expires, this index rate may “disappear”.  Given the number of instruments and number of markets that use LIBOR, the transition from this rate to some other reference rate has the potential to create significant risks and cause…
As you have likely heard, in the wake of the SEC’s inline XBRL requirements becoming effective for large accelerated filers for periods after June 15, 2019, on August 20, 2019 the SEC issued several C&DI’s to help implement the new requirements. There was, interestingly, no formal announcement from the SEC about the new C&DI’s in the “What’s New” section of the SEC’s webpage.  Gary Brown, who co-teaches our “SEC Reporting and Practice Skills Workshop for Lawyers”…
Welcome to the start of the fall reporting season as we gear up for the third-quarter and begin preparations for year-end.  We have summarized all of our posts going into the details of the SEC’s March 2019 Disclosure Modernization Final Rule in a single document that you can find here.   We hope it helps as you think about ways to implement these changes in your next Form 10-K. Also, we will be exploring the…