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Coming to grips with SEC reporting and other legal implications of COVID-19 is crucial in this period of uncertainty and disruption.  PLI, together with our volunteer faculty, has developed a number of programs to help in dealing with these implications, with more programs being added regularly. Also, all of these programs are being provided without charge. This Thursday, March 26, 2020, we are presenting a complimentary One-Hour Briefing at 3:00 PM EDT titled “COVID-19
On March 27, 2020 PLI will present a One-Hour Briefing titled “Coronavirus Considerations: SEC Disclosure, Labor & Employment, Insurance, Litigation, Breach of Contract and Force Majeure Issues”.  The briefing will be conducted by Adele Hogan of Nelson Mullins who is also an SECI workshop leader and speaker at several other PLI programs.  You can get all the details and register here. As always, your thoughts and comments are welcome!  …
As we discussed in this post, the Coronavirus 2019 or COVID-19 continues to impact public companies.  On March 4, 2019 the SEC provided conditional relief for companies affected by COVID-19.  The Order  provides an additional 45 days to file certain reports, including Forms 10-K, 10-Q and 20-F. If companies need to use this regulatory relief, they must file a current report on Form 8-K or Form 6-K by the later of March 16…
In this post we explored an SEC enforcement case related to ICFR.  In that case MetLife reported that they had two material weaknesses and that as a result their ICFR was not effective.  The relevant section of their December 31, 2017 Form 10-K ICFR report said:  Management evaluated the design and operating effectiveness of the Company’s internal control over financial reporting based on the criteria established in Internal Control – Integrated Framework (2013) issued by…
Disclosure considerations for risks and impacts of the Coronavirus are evolving at a fast pace.  On February 19, 2020, the SEC Chairman, CorpFin Director and Chief Accountant and the PCAOB Chairman issued a Statement addressing reporting considerations and potential reporting relief about this rapidly evolving situation.  (The Statement also addresses certain multinational auditing considerations.)  The Statement includes this suggestion: “we urge issuers to work with their audit committees and auditors to ensure that their financial…
As many of you may know, SEC Institute’s Associate Director Bob Laux, who is instrumental in making SECI’s Midyear and Annual Forums such great programs, actually wore two professional hats for many years.  In addition to his position at SECI, Bob was also the North American Lead of the International Integrated Reporting Counsel.  With this wealth of experience Bob helps us all understand more about integrated reporting and how it is more than just “ESG” disclosures,…
As many of you may know, SEC Institute’s Associate Director Bob Laux, who is instrumental in making SECI’s Midyear and Annual Forums such great programs, actually wore two professional hats for many years.  In addition to his position at SECI, Bob was also the North American Lead of the International Integrated Reporting Counsel.  With this wealth of experience Bob helps us all understand more about integrated reporting and how it is more than just “ESG” disclosures,…
In this post we discussed the SEC’s new Release about the use of metrics.  One of the points the SEC emphasized in this release was consistency.  If a company changes how a metric is computed or changes its presentation to discontinue use of a previously presented metric, it should make appropriate disclosure about the change and the reasons for the change. This Investor FAQ Document from Square provides an example of such a disclosure.  While…
In this post we discussed the SEC’s new Release about the use of metrics.  One of the points the SEC emphasized in this release was consistency.  If a company changes how a metric is computed or changes its presentation to discontinue use of a previously presented metric, it should make appropriate disclosure about the change and the reasons for the change. This Investor FAQ Document from Square provides an example of such a disclosure.  While…
On January 30, 2020 the SEC issued formal guidance in a Financial Release about the use of key performance indicators and metrics.  This new Release, number 33-10751 or FR 87, was issued at the same time as a proposed rule to amend the MD&A requirements and eliminate S-K Item 301 Selected Financial Data and the quarterly information required by S-K Item 302. While the MD&A changes and elimination of S-K Items 301 and 302 are…