Ryan Castillo

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A number of public companies have experienced dramatic fluctuations in their stock price, trading volume and market capitalization as a result of the recent market downturn triggered by the COVID-19 pandemic.  For registrants concerned about steep declines in their day-to-day market cap in this volatile environment and how the volatility may impact their status as…

On March 2, 2020, the US Securities and Exchange Commission (SEC) adopted amendments to Rules 3-10 and 3-16 of Regulation S-X that simplify and streamline the financial disclosures required in registered debt offerings involving guaranteed or collateralized debt securities.

Read our Legal Update here.

On March 2, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the financial disclosure requirements in Rules 3-10 and 3-16 of Regulation S-X, applicable to registered debt offerings involving guaranteed or collateralized securities.  The amendments are intended to improve the quality of disclosure to investors, and encourage issuers to conduct debt offerings with…

During the last two weeks of 2019, the US Securities and Exchange Commission offered guidance and reminders relating to the role of audit committees, international intellectual property and technology risks, and confidential treatment applications. This Legal Update provides further detail on—and discusses practical considerations regarding—these pronouncements, which public companies should take into account as the…

Yesterday, the Division of Corporation Finance (CorpFin) of the SEC released CF Disclosure Guidance: Topic No. 8, Intellectual Property and Technology Risks Associated with International Business Operations (Guidance). The Guidance aims to assist public companies in evaluating intellectual property (IP) and technology risks related to their international operations, assessing their materiality, and drafting useful disclosures,…

On September 17, 2019, the Securities and Exchange Commission (SEC) proposed rules to update the statistical disclosures that bank and savings and loan registrants provide to investors. The proposed rules would rescind Industry Guide 3, Statistical Disclosure by Bank Holding Companies (Guide 3), codify certain Guide 3 disclosures into a new Subpart 1400 of Regulation…

On September 17, 2019, the Securities and Exchange Commission proposed rules to update the statistical disclosures that banks and loan registrants provide to investors, and eliminate disclosures that overlap with SEC rules, U.S. GAAP or IFRS.  The proposed rules would replace Industry Guide 3, Statistical Disclosure by Bank Holding Companies, with updated disclosure in a…

In our latest On point. we discuss the nature and purpose of non-GAAP financial measures and the rules governing the use of such financial measures.  We also examine recent SEC comment letters and discuss areas of concern identified by the Staff.  Last, we look at recent pronouncements that provide guidance on best practices for companies…

US reporting companies that are planning or have completed a significant acquisition of a business may need to file separate target financial statements and related pro forma financial statements under Rule 3-05 and Article 11 of Regulation S-X.  The specific SEC rules and financial reporting obligations triggered by a significant acquisition can be quite complex…

A comfort letter is a letter delivered by an issuer’s independent accountants to the underwriters or initial purchasers that provides certain assurances with respect to financial information included in a registration statement, prospectus or offering memorandum used for a securities offering. Underwriting agreements and purchase agreements typically require the delivery of one or more comfort…