As we enter the heart of Form 10-Q review season for calendar year-end companies and look ahead to Form 10-K review season early next year, a recent decision in a securities fraud class action suit reinforces the need to carefully
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SEC Disclosure Considerations Arising From the Israel-Hamas War
Registrants may have disclosure obligations under the federal securities laws related to the direct or indirect impact of Israel’s declaration of war on Hamas, a U.S. designated Foreign Terrorist Organization, and current armed conflict in Israel and the Gaza Strip…
“Emerging Growth Company” Transition and Compliance After Loss of Status
An emerging growth company (EGC) is a type of issuer that can follow relaxed disclosure and gun-jumping regulations when it files with the SEC to go public. This status was created by the JOBS Act of 2012 to help smaller…
FAQs on New Executive Incentive Compensation Clawback Rules
On October 26, 2022, the U.S. Securities and Exchange Commission (the “SEC”) adopted regulations implementing Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”), which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act…
SEC’s Division of Corporation Finance “Sample Letter to Companies Regarding Their XBRL Disclosures”
On September 7, 2023, the staff of the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC” or “Commission”) published a sample comment letter (known as a “Dear Issuer” letter) to companies regarding their eXtensible…
Recent SEC’s Enforcement Actions Highlight Continued Focus on Late Filing Disclosures
On August 22, 2023, the Securities and Exchange Commission (the “SEC”) announced that it had instituted and settled proceedings against five public companies for failing to disclose in Form 12b-25 that their request for seeking a delayed quarterly or annual…
Additional Disclosure and Interpretive Guidance from the SEC’s Division of Corporation Finance on Insider Trading Arrangements and Policies
On August 25, 2023, the Division of Corporation Finance of the Securities and Exchange Commission issued additional interpretive guidance on Rule 10b5-1 trading plan requirements.
Our Public Company Advisory Practice prepared this Additional SEC Staff Guidance on Insider Trading Arrangements…
Public Company Stockholder Meeting Adjournment Proposals
Our Public Company Advisory Practice has been seeing an increase in situations where clients are having difficulty reaching a quorum for an annual or special meeting or in securing enough votes to pass a proposal. Some of this difficulty can…
Form 10-Q Risk Factor Updates: Better Practices for Companies that Restate Risk Factors
Should companies that restate the entire Risk Factors section from the most recent Form 10-K report when they update the risk factor disclosure in their Form 10-Q reports to reflect material changes in that disclosure do anything to identify the…
Model 10b-1 Plan Disclosure to Comply with Item 408(a) of Regulation S-K
Our Public Company Advisory Practice prepared Sample S-K 408 Disclosures to assist our public company clients with their compliance with Item 408(a) of Regulation S-K disclosure requirements. Due to the variety of different factual scenarios in which Item 408(a) of…