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 approach third quarter-end 2020, many of us will be drafting and reviewing earnings releases.  A majority, perhaps most, of these earnings releases will include non-GAAP measures.  The SEC includes earnings releases in their review process and, as you likely already know, frequently comments on the use of non-GAAP measures included in these crucial communication documents. More often than not the issues raised in these comments are areas that are dealt with in Regulation
On September 23, 2020, the SEC adopted two major Final Rules dealing with two very different issues, shareholder proposals and the whistleblower program. Shareholder Proposals The Commission approved changes in its rules for shareholder proposals in three areas. First, the ownership thresholds for submission of shareholder proposals have been increased to: $2,000 of the company’s securities for at least three years; $15,000 of the company’s securities for at least two years; or $25,000 of the…
As we have blogged on many occasions, the SEC’s Whistleblower Program has become an important part of the Enforcement Division’s activities.  On September 17, 2020, the SEC announced payments to joint whistleblowers who had raised concerns internally before blowing the whistle to the SEC.  And this September 14, 2020 Press Release announced a $10,000,000 (yes, million!) payment to a whistleblower “whose information and assistance were of crucial importance to a successful SEC enforcement action.” To…
In the closing months of 2020, we are all facing new and unique SEC reporting challenges. You may be asking yourself: What will be the appropriate disclosures about the uncertainty and disruption created by COVID-19?  How should risk factors and MD&A be updated?  And how should companies grapple with the SEC’s new business, legal proceedings and risk factor guidance? To help SEC reporting professionals prepare for these challenges and more, we have built new interactive…
If you are looking for a wonderfully informative and entertaining podcast to listen to while you work out at home, run or walk outside, or are just relaxing anywhere, check out PLI’s inSecurities podcast. The hosts of the podcast, Chris Ekimoff, a forensic accountant, and Kurt Wolfe, a securities regulatory attorney, provide insightful practitioner perspectives in their  biweekly podcast.  Podcast episodes have addressed  topics such as insider trading, developments in the SEC’s whistleblower program,…
Our new SEC 10-K Disclosure Best Practices Workshop is a perfect way to help you prepare for this year-end’s unique and complex reporting challenges.  Featured topics include COVID-19 related disclosures, the SEC’s modernization of business, risk factor and legal proceedings disclosures, rules and practice issues surrounding the use of non-GAAP measures and SEC “hot-button” comment areas in the current environment.  Best practice examples from different industries and companies are discussed in each section to illustrate…
As we blogged about here, SEC Chairman Clayton has worked to make the SEC’s Regulatory Flexibility Act agenda a document that reflects the Commission’s short-term plans as opposed to a kind of regulatory “wish list.”  The latest update (known as the Spring version) was published at the end of June and provides a view of how the Commission intends to move forward with many significant initiatives despite the disruption of COVID-19.  Among the…
In his speech “Seeing Through the Regulatory Looking Glass: PCAOB Inspection Reports” (which includes a delightful number of Alice in Wonderland references!), PCAOB Board Member J. Robert Brown Jr. explores historical decisions the Board made about the content and structure of inspection reports.  He then describes changes the current Board is making to these reports in their process of increasing transparency, including: Use of plain English Less jargon Providing an executive summary Including…
As we are now moving past the middle of July, many of us are reviewing draft Form 10-Qs and grappling with how to disclose the impact of COVID-19’s disruption and uncertainty.  Here are a few thoughts for your review process. Don’t forget to update and tailor your risk factors. Even if the impact of COVID-19 on your business has not been dramatic, consider your specific situation and think about whether risk factors should be updated. …
As we get closer to second quarter 2020 reporting, addressing the impact of COVID-19 in earnings releases is a top-of-mind issue.  The impact will, of course, differ from company to company.  Here is one example from Carnival Corporation.  Carnival’s fiscal year ends on November 30, so their fiscal second quarter ended on May 31, 2020.  Carnival released earnings on June 18, 2020, providing an early example of how COVID-19 can be reflected in earnings releases. In…