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In our Snapshot: Risk Factor Trends—Part 1 post, we reviewed the risk factor disclosures of 30 of the Lonergan Silicon Valley 150 (SV150) companies to see whether the length of the risk factor disclosure, both in terms of the number of pages of risk factors and the number of risk factors disclosed, had increased or decreased since the publication of the second edition of our Risk Factor Trends Report (2021 report).[1] Our review suggests that both the number of pages of risk factors and the number of risk factors disclosed are continuing to increase.

Continue Reading Snapshot: Risk Factor Trends—Part 2

In 2020, we published our inaugural Risk Factor Trends Report, which summarized the risk factor disclosure practices of the Lonergan Silicon Valley 150 (SV150) prior to the amendments to Item 105, Risk factors, of Regulation S-K (Item 105).[1] In 2021, we published the second edition of our Risk Factor Trends Report (2021 report), which summarized the risk factor disclosure practices of the SV150 following the effective date of the amendments to Item 105.[2]

Continue Reading Snapshot: Risk Factor Trends—Part 1

On May 25, 2023, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) issued three new Compliance and Disclosure Interpretations (CDIs) relating to Rule 10b5-1 and related disclosure requirements. The first two CDIs provide clarification on the transition timing for compliance with the new quarterly and annual…

Continue Reading Corp Fin Issues Three New CDIs on Rule 10b5-1 Amendments and Related Disclosure Requirements

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 Practices

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 Rules

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 Timing

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 Disclosures

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 5606

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