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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  We had previously posted regarding FINRA’s proposed amendments, which were withdrawn.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…

The House Financial Services Committee recently passed H.R. 1815, which is the Securities and Exchange Commission Disclosure Effectiveness Testing Act.  The legislation would require that the SEC engage in investor testing of any new disclosure intended for retail investors.  The testing should include a qualitative testing in the form of one-on-one interviews with retail…

The Staff of the Division of Corporation Finance released guidance regarding the process for seeking extensions of confidential treatment.  There is a new short form application for issuers that have previously received a confidential treatment order.  Here is a link to the new short form application:  https://www.sec.gov/divisions/corpfin/short-form-extension-requests.pdf.  The one-page document requires that the issuer…

With the April 2, 2019 Federal Register publication of the US Securities and Exchange Commission’s adopting release on its amendments to certain disclosure requirements of Regulation S-K and related rules and forms, the amendments regarding the redaction of confidential information in material contracts became effective. Most of the remaining amendments will become effective on May…

In mid-March, the Securities and Exchange Commission adopted additional amendments that simplify disclosure requirements.  These amendments, which become effective in the spring, are responsive to the rulemaking mandate in the Fixing America’s Surface Transportation (FAST) Act.

During this session, David S. Bakst and Anna T. Pinedo of Mayer Brown LLP will discuss:

  • The SEC’s disclosure

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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…

On March 20, 2019, the Securities and Exchange Commission (“SEC”) approved a New York Stock Exchange (“NYSE”) rule modifying the price requirements that companies must meet to avail themselves of certain exceptions from the NYSE shareholder approval requirements.  Shareholder approval was not previously required if an issuance of securities was made at a price at…

Late last week, the Securities and Exchange Commission (SEC) proposed rule amendments that are intended to modernize the offering related provisions of the Securities Act of 1933 (the Securities Act) and the communications safe harbors available to business development companies (BDCs) and closed-end funds (CEFs) in order to harmonize these with the provisions applicable to…