Regulation G and Item 10(e) of regulation S-K: Conditions for Use of Non-GAAP Financial Measures
Ettore A. Santucci of Goodwin Procter LLP
On January 22, 2003 the Securities and Exchange Commission published Release No. 34-47226 promulgating final rules regarding the use of non-GAAP financial measures in any public disclosure. This article discusses the release and some frequently asked questions.
SEC Release On Materiality In Financial Disclosure
Cadwalader, Wickersham & Taft LLP
Federal securities laws are driven by the principle that investment and voting decisions "should only be made on th.
Securities and Exchange Commission Requires Internal Control Report for Annual Reports of Public Companies
Morrison & Foerster LLP
On May 27, 2003, the Securities and Exchange Commission (the "SEC") concluded its nearly one year rulemaking agenda relating to the implementation of the Sarbanes-Oxley Act of 2002 (the "Act") with the adoption of rules requiring internal control reports in annual reports of most public companies.
Use of FFO in SEC Filings after Recent Rulemaking on Non-GAAP Financial Information
Ettore A. Santucci and John O. Newell of Goodwin Procter LLP
Funds from Operations (FFO) has been a key metric for real estate investment trusts (REITs) since the National Association of Real Estate Investment Trusts (NAREIT) first adopted a definition of FFO in 1991. The SEC's recently-adopted rules governing disclosure of non-GAAP financial measures provides welcome clarification of the use of FFO and other non-GAAP financial measures.
Proposed Rule ChangesÃÂAmendment to the Definition of "Foreign Private Issuer" and Adoption of IOSCO Disclosure Requirements for Foreign Private Issuers
Coudert Brothers LLP
The U.S. Securities and Exchange Commission (the "Commission") is proposing to revise the disclosure requ.
"Please Sign Here"-- Preparing For Those CEO/CFO Certifications
Stephen D. Poss, P.C. of Goodwin Procter LLP
Section 302 of the Sarbanes-Oxley Act requires that CEOs and CFOs must certify a review in each annual and quarterly report. This article discusses those certifications.
SEC Adopts Final Rules for Disclosure of Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
Morrison & Foerster LLP
On January 22, the Securities and Exchange Commission adopted rules under Section 401(a) of the Sarbanes-Oxley Act of 2002 for mandatory disclosure in Management's Discussion and Analysis of Financial Conditions and Results of Operations of off-balance sheet arrangements and contractual obligations. Existing MD&A rules already require disclosure regarding certain off-balance sheet arrangements and contractual obligations.
SEC Adopts Final Rules for the Use of Non-GAAP Financial Measures and the Furnishing of Earnings Releases on Form 8-K
Morrison & Foerster LLP
The Securities and Exchange Commission adopted rules on January 15, 2002 addressing the disclosure of financial information that is prepared other than in accordance with generally accepted accounting principles. The Final Rules cover the requirements of Section 401(b) of the Sarbanes-Oxley Act of 2002 and become effective on March 28, 2003.
Use of False Financial Statements in Bankruptcy: A Lender's Checklist
Tydings & Rosenberg LLP
Lenders, who attempt to establish that a debt is not dischargeable on the grounds that the debtor provided the lend.
Sarbanes-Oxley Update: SEC Issues Final Rules Prohibiting Improper Influence on Auditors
of Dorsey & Whitney LLP
The Securities and Exchange Commission has issued final rules prohibiting corporate directors and officers (and those acting under their direction) from exercising improper influence on auditors as required by Section 303(a) of the Sarbanes-Oxley Act of 2002.ÃÂ
SEC Expands and Accelerates Form 8-K Reporting
Dorsey & Whitney LLP
The Securities and Exchange Commission has amended Form 8-K to expand the number of items reportable and shorten the deadline for filing. These amendments, although originally proposed prior to adoption of the Sarbanes-Oxley Act of 2002, are responsive to its mandate for "real time" disclosure by public companies under Section 409. The amendments become effective August 23, 2004.
Securities Litigation Alert: Accounting Bulletin Addresses Concept of Materiality in Financial Statements
Morrison & Foerster LLP
This article examines the details of the SEC's Staff Accounting Bulleting on materiality (S.A.B. 99).
Sarbanes-Oxley Update: SEC Mandates Management Report on Internal Controls and Modifies Officer Certification Requirements
of Dorsey & Whitney LLP
The SEC significantly extended the transition period for compliance with the new Sarbanes-Oxley rules for management reports on internal controls.ÃÂ Accelerated filers (generally, U.S. companies with a market capitalization exceeding $75 million) must comply with the new internal control report requirements for fiscal years ending on or after June 15, 2004.
Four Principles to Consider When Choosing an Exit Financing Lender
GE Financial Assurance
As the national economy shows signs of a recovery, an increasing number of bankrupt businesses are shifting their focus away from court-ordered protection toward a restoration of profitable operations. Exit financing plays a key part in such recoveries, and as experts from Wharton and GE Corporate Financial Services observe, understanding a few key principles can help companies navigate a process that can be both complex and dynamic.
Proposed PCAOB Accounting Standard No. 2: An Audit of Internal Control over Financial Reporting Performed in Conjunction with an Audit of Financial Statements
Nixon Peabody LLP
The SEC recently published for comment a proposed rule prepared by the Public Company Accounting Oversight Board relating to the standards that apply when an auditor is engaged to audit both a financial statement and management's assessment of the effectiveness of internal control over financial reporting (Release 34-49544). The following is a list of points which may be of general interest to business lawyers with respect to the proposed rule.
Corporate Governance Redefined: The Sarbanes-Oxley Act of 2002 and Related Rulemaking
Mary Ann Frantz of Miller Nash LLP
The Sarbanes-Oxley Act of 2002 (the "Act") responds to weaknesses in the U.S. capital markets revealed by the quickening pace of financial restatements and bankruptcies of several large, well-known public companies. Although most requirements by their terms apply only to public companies, many observers believe that the accounting and governance practices of private companies, and perhaps even nonprofits, will be influenced as well.
Easing the Compliance Burden of the New Form 8-K Requirements
David A. Zagore of Squire, Sanders & Dempsey L.L.P.
Public companies are now dealing with the issues posed by the SEC's groundbreaking new Form 8-K requirements that went into effect August 23, 2004. Designed to further real-time disclosure of material changes to companies' finances and operations, the revised requirements include new and expanded disclosure items. The new rules also shorten the previous 15-day filing deadline for most items to just four days.
Sarbanes-Oxley Act of 2002: What You Need to Know Now
of Dorsey & Whitney LLP
Sarbanes-Oxley creates a significant, new oversight and regulatory regime over the public accounting industry and imposes many important and potentially far-reaching reforms in public company governance and disclosure requirements. It also dramatically increases criminal penalties for federal mail, wire and securities fraud, creates new criminal penalties for document and record destruction in connection with federal investigations and lengthens the statute of limitations for private securities claims.
Recent Rulemaking Activity by the Securities and Exchange Commission Under the Sarbanes-Oxley Act of 2002
Peter L. Welsh*
The SEC has been extremely active lately on the rulemaking front, particularly with regard to the Sarbanes- Oxley Act of 2002.
FASB Issues Revised Proposal on Consolidation
Richard M. Schetman of Cadwalader, Wickersham & Taft LLP
In February 1999, the Financial Accounting Standards Board issued a revised exposure draft of its proposed statemen.
SEC Issues Final Rule Regarding Disclosure of Off-Balance Sheet Arrangements and Contractual Obligations
Laird H. Simons,Horace Nash,Daniel J. Winnike and Eileen Duffy Robinett of Fenwick & West LLP
On January 22, 2003, the SEC issued a final rule to implement Section 401(a) of the Sarbanes-Oxley Act of 2002 and to codify earlier SEC statements regarding the transparency and quality of financial disclosure.