On December 22, 2020, the staff of the Securities and Exchange Commission’s Division of Corporation Finance issued new guidance with disclosure considerations for special purpose acquisition companies (“SPACs”). The new guidance is reflected in CF Disclosure Guidance Topic No. 11 (“Topic No. 11”). SPACs, or “blank check companies,” become public reporting companies through initial public
Nasdaq Proposes New Board Diversity Requirements for Listed Companies
On December 1, 2020, Nasdaq proposed new listing rules that, if approved by the SEC following a public comment period,[1] would require Nasdaq-listed companies either to have, or explain why they do not have, at least two diverse directors and disclose information about the diversity of their directors on an annual basis. The new
SEC Amends MD&A Disclosure Rules and Trims Financial Disclosure Requirements
On November 19, 2020, the Securities and Exchange Commission (SEC) adopted amendments to Regulation S-K that update and streamline its rules governing Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) disclosure and related requirements to provide selected financial data and quarterly financial information.[1] The rule changes are part of
SEC Amends Rules to Facilitate Capital Raising in Private Offerings
On November 2, 2020, the Securities and Exchange Commission adopted amendments to facilitate the use of private, or “exempt,” offerings. The changes will impact offerings structured pursuant to Section 4(a)(2), Regulation D and Regulation S, as well as offerings conducted under Regulation A and Regulation Crowdfunding. The stated purpose of the changes is to facilitate
The SEC’s New Disclosure Regime for Real Estate Acquisitions – A User’s Guide for REITs
The Securities and Exchange Commission (the “SEC”) recently adopted amendments to Regulation S-X and related rules and forms that will streamline and reduce the financial statements required to be filed in connection with significant business acquisitions by all SEC registrants.[1] As part of these amendments, the SEC overhauled Rule 3-14 of Regulation S-X, which
The SEC Makes Sweeping Changes to The M&A Financial Statement and Pro Forma Requirements
Introduction
On May 21, 2020, the Securities and Exchange Commission (the “SEC”) amended the financial statement and other disclosure requirements that apply when public companies acquire or dispose of a business or real estate operations.[1] The amendments simplify and rationalize the current rules, and should on balance decrease the regulatory burdens on public companies.
Public Company Reporting in the Shadow of the Pandemic
As the COVID-19 virus disrupts businesses, public companies face both operational and compliance challenges as public disclosure has become a more complex and evolving task. Companies with calendar year-ends are beginning to prepare their quarterly reports on Form 10-Q, and companies with other fiscal year-ends may be preparing annual reports on Form 10-K, or on
SEC Issues Guidance on the Use of Key Performance Indicators and Metrics in MD&A
On January 30, 2020, the Securities and Exchange Commission (“SEC” or “Commission”) published interpretive guidance (the “Guidance”) that companies should consider when disclosing key performance indicators (“KPIs”) and other metrics in Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”). The Guidance, which is consistent with staff comments in this area, describes