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This practice note discusses market trends in 2023 relating to climate change disclosures by public companies, which are linked to environmental, social, and governance (ESG) issues. It provides sample disclosures on how climate change affects or may affect their operations and gives recommendations for preparing and enhancing such disclosures. The note covers the SEC’s proposed…

This practice note provides guidance on the disclosure of cybersecurity risks and incidents that public companies should include in their offering materials and periodic reports filed with the Securities and Exchange Commission (SEC). The practice note explains the SEC’s focus and rulemaking activities on cybersecurity issues, such as the 2018 interpretive guidance on disclosing material…

This practice note discusses the main amendments to the financial disclosure requirements for acquisitions and dispositions of businesses by U.S. reporting companies, which took effect in January 2021. The amendments aim to improve the quality and relevance of the information provided to investors, reduce the complexity and costs of preparing the disclosures, and promote capital…

This practice note examines some of the common issues and comments that the U.S. Securities and Exchange Commission (SEC) staff may raise in its review of registration statements filed for initial public offerings (IPOs). The note provides guidance on how to prepare the prospectus and respond to SEC staff comments, with a focus on topics…

On July 17, 2023, the US Securities and Exchange Commission’s Division of Corporation Finance (“Division”) released another Sample Letter (“Letter”) that outlines the disclosures that the Staff is focused on in relation to companies based or having the majority of their operations in the People’s Republic of China (“China-based Companies”).  Our discussion on the Division’s…

There has been a shift away from the Securities and Exchange Commission’s (“SEC”) traditional approach of encouraging foreign issuers to access the U.S. capital markets by making available certain disclosure, reporting and corporate governance accommodations.  Despite the increased visibility, enhanced access to the U.S. capital markets and other important benefits that foreign (non-U.S. domiciled) issuers…

On December 13, 2022, the staff of the Division of Corporation Finance (“staff”) of the Securities and Exchange Commission (“Commission”) has updated the following Compliance & Disclosure Interpretations (“C&DI”) on Non-GAAP Financial Measures:

  • In old Question 100.01, the staff noted it would be misleading (and a violation of  Rule 100(b) of Regulation G) to present
…

On March 30, 2022, the US Securities and Exchange Commission (“Commission”) proposed new rules and amendments to existing rules and forms (the “Proposed Rules,” see summary) addressing the treatment of initial public offerings (“IPOs”) by special purpose acquisition companies (“SPACs”) and subsequent business combination transactions (“De-SPAC Transactions”) between SPACs and operating companies…

This practice note discusses market trends in 2021 relating to disclosures of climate change risks and mitigation by public companies, which are intertwined with environmental, social, and governance (ESG) issues. It also provides illustrative disclosures by public companies regarding how climate change has affected or may affect their operations, both directly (e.g., through disruption…

On January 14, 2022, the annual NYSE Guidance Memo and NYSE American Guidance Memo (both, the “Guidance Memos”) were released. The Guidance Memos outlined important rules and policies applicable to all the companies listed in these stock exchanges, including those in connection with the timely alert and material news publication, changes to a listed company’s…