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In May, the Public Company Accounting Oversight Board (“PCAOB”) posted a preview of its staff’s observations made in relation to audits conducted in 2018. The PCAOB highlighted several common deficiency areas that auditors should focus on improving, including Internal Control over Financial Reporting, Risk Assessment and Revenue, and Accounting Estimates. The PCAOB focused on instances…

On May 9, 2019, the US Securities and Exchange Commission (SEC) proposed revisions to the accelerated filer and large accelerated filer definitions in 17 CFR 12b-2 (Rule 12b-2). These proposed changes would reduce the number of issuers that qualify as accelerated filers and reduce compliance costs for smaller reporting companies.

If the proposal is adopted,…

In April, the Securities and Exchange Commission (the “SEC”) announced that it is soliciting comments on a proposed rule change submitted by The Nasdaq Stock Market LLC (the “Nasdaq”) that will impose additional requirements for companies listing in connection with offerings under Tier 2 of Regulation A under the Securities Act of 1933 (the “Securities…

The Securities and Exchange Commission has scheduled an open meeting for May 9, 2019 at 9 am, which will be webcast.

At the open meeting, the SEC will consider whether to propose new rule amendments to the accelerated filer and large accelerated filer definitions to promote capital formation for smaller reporting issuers by more appropriately…

On April 8, 2019, Commissioner Hester Peirce of the Securities and Exchange Commission (“SEC”) delivered a speech entitled “SECret Garden” at the Practicing Law Institute’s 2019 SEC Speaks conference. In her speech, Commissioner Peirce reflected on the benefits and pitfalls of SEC “no-action” letters. Over time, this case-by-case guidance, according to Commissioner Peirce, has created…

Corporate Secretary Webinar
May 1, 2019
11:30am – 12:00pm ET

As recent events have shown, CEOs’ activity on social media platforms such as Twitter can raise serious regulatory and reputation issues for both themselves and their company. Saying the wrong thing or disclosing at the wrong time can raise concerns ranging from potential violations of…

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…

Recently, FINRA refiled with the SEC proposed rule changes to its Corporate Financing Rule, which is Rule 5110.  We had previously posted regarding FINRA’s proposed amendments, which were withdrawn.  This new set of changes addresses a number of areas, including the filing requirements under the rule, the requirements applicable to shelf takedown, the items of…

In a recent paper, referenced above, author JB Heaton analyzes the extent to which the ability of corporations to return capital to their shareholders through dividends and repurchases results in substantial social costs. As a result, he argues that it would be beneficial to restrict dividend payments and share repurchases.  Heaton notes that dividend…

Institutional investors continue to express concerns regarding dual class share structures.  The Council of Institutional Investors has petitioned the Nasdaq Stock Market to change its listing rules in order to require that Nasdaq-listed companies with dual share classes incorporate a sunset provision in their charter.  The CII letter cites a growing consensus in favor of…