We reviewed four quarters of press releases announcing upcoming earning release dates, as well as the subsequent earnings release Form 8-Ks, for 30 public companies in the Lonergan Silicon Valley 150[1] to determine how long in advance they were announcing their upcoming earnings release date, the timing of their
Continue Reading Snapshot: Earnings Date Announcements and Earnings Release Form 8-K PracticesSEC Reporting
SEC Adopts Share Repurchase Disclosure Rules
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Posted in SEC Reporting, Securities Laws
On May 3, 2023, the U.S. Securities and Exchange Commission (SEC) adopted final share repurchase disclosure rules “to modernize and improve disclosure about repurchases of an issuer’s equity securities that are registered under the Securities Exchange Act of 1934.” In a significant shift from the proposed rules, the final…
Continue Reading SEC Adopts Share Repurchase Disclosure RulesReminder: Tracking Rule 10b5-1 Plans and Disclosure Timing
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In December 2022, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act). These amendments added new conditions to the availability of the affirmative defense under Exchange Act Rule 10b5-1(c)(1) and became effective for Rule 10b5-1 plans entered into…
Continue Reading Reminder: Tracking Rule 10b5-1 Plans and Disclosure TimingContinued SEC Scrutiny of Non-GAAP Disclosures
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Posted in Accounting Matters, SEC Reporting
Our recent Client Alert discusses the SEC’s latest enforcement action against an IT services provider for alleged violations of Regulation G and other federal securities laws in its reporting and disclosure of non-GAAP financial performance measures. Without admitting or denying the findings in the SEC’s order, the company agreed…
Continue Reading Continued SEC Scrutiny of Non-GAAP DisclosuresConsiderations in Complying with Nasdaq Rule 5606
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Posted in Corporate Governance, SEC Reporting
In August 2021, the U.S. Securities and Exchange Commission (SEC) approved new board diversity listing standards for companies listed on The Nasdaq Stock Market LLC (Nasdaq). As part of these new listing standards, Nasdaq Rule 5606 now requires listed companies to annually disclose aggregated statistical information about the board’s self-identified…
Continue Reading Considerations in Complying with Nasdaq Rule 5606SEC Extends Form 144 Filing Hours
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Posted in Corporate Governance, SEC Reporting
On February 21, 2023, the Securities and Exchange Commission (SEC) adopted amendments to Regulation S-T extending the filing deadline for Form 144 from 5:30 p.m. ET to 10:00 p.m. ET.[1] These amendments will be effective on March 20, 2023, just in time to provide some flexibility for affected filers who will soon be required to file their Forms 144 electronically on EDGAR.Continue Reading SEC Extends Form 144 Filing Hours
Snapshot: Earnings Release and Periodic Report Timing
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We reviewed four quarters of filings for 30 public companies in the Lonergan Silicon Valley 1501 to see what days they were publishing their earnings releases and filing periodic reports, and how many days typically elapsed between when they publish their earnings releases and file their corresponding periodic reports.Continue Reading Snapshot: Earnings Release and Periodic Report Timing
Corp Fin Issues Pay Versus Performance CDIs
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Posted in Executive Compensation, SEC Reporting
On February 10, 2023, the SEC’s Division of Corporation Finance (Corp Fin) issued 15 compliance and disclosure interpretations (CDIs), Questions 128D.01 through 128D.13, and Section 228D – CDIs 228D.01 and 228D.02. The CDIs are wide ranging and include, among other things, confirmation that pay versus performance disclosure is not required to be included in a Form 10-K, guidance relating to equity awards granted to a first-time named executive officer (NEO) in a year prior to (and not otherwise related to) their appointment as a NEO, clarification as to which of the periods presented should include footnote disclosure of the amounts deducted and added to compensation actually paid, and confirmation that a company may use its Compensation Discussion and Analysis (CD&A) peer group, assuming this peer group is actually used by the company in determining executive pay, even if this peer group is not used for “benchmarking” as this term is explained in CDI 118.05.Continue Reading Corp Fin Issues Pay Versus Performance CDIs
Preparing for the 2023 Proxy Season
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Posted in Activism, Corporate Governance, ESG, Governance Policies, Proxy, SEC Reporting, Securities Laws
Our recent Client Alert discusses applicable rule changes, guidance, and disclosure considerations for the 2023 proxy season for public companies, as well as reminders for what is on the horizon for public company governance and disclosure. Our annual client alert covers the following topics:Continue Reading Preparing for the 2023 Proxy Season
Corp Fin Publishes New CDIs on Clawback Rules – Addresses Cover Page Check Boxes
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On January 27, 2023, the SEC’s Division of Corporation Finance (Corp Fin) published four new Compliance and Disclosure Interpretations (CDIs) relating to the SEC’s recently adopted clawback rules. Please refer to our previous Client Alert for more information on the clawback rules. These new CDIs address what had been an outstanding question relating to upcoming disclosure obligations, as well as a few other clarifications.Continue Reading Corp Fin Publishes New CDIs on Clawback Rules – Addresses Cover Page Check Boxes