Tag: SEC Division of Corporation Finance

Corp Fin staff issues new CDI on when shareholder efforts to influence management affect eligibility to use Schedule 13G

by Cydney Posner The Corp Fin staff continues to dribble out new CDIs, with the newest relating to circumstances when, under Rule 13d-1, shareholder efforts to influence management will affect the shareholder’s eligibility to use Schedule 13G. Rule 13d-1 provides, in part, that Schedule 13G may be filed in lieu of Schedule 13D […]

Center for Audit Quality provides tool to help audit committees assess non-GAAP financial measures

by Cydney Posner The Center for Audit Quality has released a new tool, Questions on Non-GAAP Measures: A Tool for Audit Committees, to help audit committees cope with non-GAAP financial measures (NGFMs).  Rather than provide a checklist, the CAQ provides examples of sample questions that audit committees should consider asking of management […]

Corp Fin Chief Accountant sheds more light on non-GAAP CDIs

by Cydney Posner In a webcast yesterday, “Non-GAAP Disclosures: The SEC Speaks,” sponsored by TheCorporateCounsel.net, Corp Fin Chief Accountant Mark Kronforst, speaking for himself and not the SEC, shed more light on the recent guidance from the Corp Fin staff on non-GAAP financial measures (NGFMs). (See this PubCo post.)   Kronforst […]

Corp Fin issues new CDIs providing guidance on Rule 701 primarily in the merger context

by Cydney Posner Corp Fin has just issued some new CDIs providing guidance on Rule 701, with all but one of the CDIs addressing the application of Rule 701 in the context of merger transactions.  The new CDIs are summarized below:

Corp Fin allows exclusion of a conflicting shareholder proposal under Rule 14a-8(i)(9): does it represent a strategy for the future?

by Cydney Posner Well, we finally have some insight into what the Corp Fin staff had in mind in Staff Legal Bulletin 14H – of course, that’s the SLB in which Corp Fin narrowed the application of Rule 14a-8(i)(9), the exclusion for conflicting proposals. It turns out that what they had […]

We identified our shareholder proposal on our proxy card as “Shareholder Proposal.” Does that work?

by Cydney Posner Uh, no.  In a new CDI, Corp Fin tells us how not to identify proposals on proxy cards, particularly shareholder proposals. Rule 14a-4(a)(3) requires that the form of proxy “identify clearly and impartially each separate matter intended to be acted upon.”  But, when it comes to shareholder […]

Highlights from panels with current and former staff of Corp Fin

by Cydney Posner Below are some highlights (from my notes) of the PLI Securities Regulation Institute panel discussions Thursday and Friday with the Corp Fin staff (Keith Higgins, Shelley Parratt, David Fredrickson, Michele Anderson, Karen Garnett) as well as a number of some former staffers, plus some additional discussion from […]