Tag: non-GAAP financial measures

Accounting and AuditingCorporate GovernanceExecutive Compensation

Highlights of the 2017 PLI Securities Regulation Institute

Summarized below are some of the highlights of the 2017 PLI Securities Regulation Institute panel discussions with the SEC staff (Michele Anderson, Wesley Bricker, Karen Garnett, William Hinman, Mark Kronforst, Shelley Parratt, Ted Yu), as well as a number of  former staffers and other commentators. Topics included the Congressional and SEC agendas, fresh insights into the shareholder proposal guidance, as well as expectations regarding cybersecurity, conflict minerals, pay ratio disclosure, waivers and many other topics.

/ November 13, 2017
Accounting and AuditingSecurities

Corp Fin posts two new CDIs regarding non-GAAP financial measures in connection with M&A transactions

The SEC has posted two new CDIs regarding the use of non-GAAP financial measures in connection with business combinations, summarized below.

/ October 17, 2017
Accounting and AuditingSecurities

Does it pay to challenge the SEC over non-GAAP financial measures?

by Cydney Posner As discussed in this article, the WSJ engaged Audit Analytics to perform an analysis of SEC comment letters and company responses regarding the use of non-GAAP financial measures. What did they find?  Companies are winning the argument more often than you might think.

/ May 25, 2017
Accounting and AuditingCorporate Governance

Are “other key operating metrics” the new non-GAAP financial measures?

by Cydney Posner As reported by BNA, the top accounting staff at the SEC are quite satisfied with companies’ responses to the SEC’s assault on abuses of non-GAAP financial measures. The staff’s concern was that companies’ reporting was often inappropriately painting, through the use of non-GAAP measures, healthier-than-justified pictures of […]

/ May 9, 2017
Accounting and AuditingSecurities

Corp Fin suggests it will take a look at non-GAAP disclosure practices in the pharmaceutical industry

by Cydney Posner Even important industry players can sometimes run up against brick walls at Corp Fin. In a recent give-and-take with the SEC, Allergan was scolded for its use of certain non-GAAP financial measures in its press releases.  While in its responses to the staff, the company cogently explained […]

/ February 13, 2017
Corporate GovernanceExecutive CompensationLitigation

SEC charges company with violations of the rules related to non-GAAP financial measures

by Cydney Posner The Corp Fin staff have been dropping hints for quite a while about potential enforcement actions in connection with abuses of non-GAAP financial measures (see, e.g., this PubCo post), and an interesting one has now materialized.  In an Order released today, the SEC announced settled charges against MDC […]

/ January 18, 2017
Accounting and AuditingCorporate Governance

KPMG surveys audit committee concerns

by Cydney Posner What are audit committee members’ greatest concerns? Audit committee members participating in KPMG’s 2017 Global Audit Committee Pulse Survey identified risk management as the biggest challenge for audit committees in 2017, with 42% of those surveyed characterizing their existing risk management programs as requiring “substantial work,” and […]

/ January 18, 2017
Accounting and AuditingCorporate GovernanceSecurities

SEC Chief Accountant and staff speak at AICPA National Conference

by Cydney Posner Earlier this month, at the 2016 AICPA conference on current developments, the SEC’s Chief Accountant and several staff members of his office shared their insights on a variety of key accounting topics, among them the following:

/ December 14, 2016
Accounting and Auditing

Should non-GAAP financial measures be audited?

by Cydney Posner At a meeting yesterday of the PCAOB’s Investor Advisory Group, two working groups reported on topics that might be of particular interest: non-GAAP financial measures and enhanced audit reports.

/ October 28, 2016
Accounting and AuditingCorporate GovernanceSecurities

Establishing disclosure controls for non-GAAP financial measures

by Cydney Posner With the spotlight now on non-GAAP financial measures, companies might find this article in CFO.com to be particularly useful.  The article provides practical guidance to help companies establish effective disclosure controls and procedures for non-GAAP financial measures.

/ October 10, 2016
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