Tag: SEC Division of Corporation Finance

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 […]

Corp Fin posts new CDI related to integration under Reg D

by Cydney Posner More CDIs from the Corp Fin, one of which, described below, relates to integration under Reg D. There are also three new CDIs relating to Reg A, new 182.12, new 182.13 and new 182.14. 

New CDIs regarding registration fees and Form S-8

by Cydney Posner More new CDIs from Corp Fin, some relating to Form S-8 and the computation of registration fees under Rule 457:

Corp Fin issues no-action relief for exclusion of a proxy access “fix-it” proposal (but rejects other requests)

by Cydney Posner In September, I blogged about several pending no-action requests seeking exclusion of proposals from the McRitchie/Chevedden group to revise existing proxy access bylaws on the basis that they had been “substantially implemented” under Rule 14a-8(i)(10). As I described it back then, the burning question was whether there […]

Corp Fin Deputy Director comments on conflict minerals compliance

by Cydney Posner In remarks at the PLI Securities Regulation Institute yesterday, Corp Fin Deputy Director (Disclosure Operations) Shelley Parratt confirmed, as we all suspected, that it’s status quo on conflict minerals reporting again this year: the April 2014  statement by the Director of Corp Fin continues to be operative. (See […]

New CDI regarding “baby shelf” offerings on Form S-3

by Cydney Posner Corp Fin has issued a new CDI regarding Form S-3 and limited primary offerings under General Instruction I.B.6., that is, “baby shelf” offerings by issuers with public floats below $75 million. As you may recall, Instruction I.B.6 allows a company with a public float below $75 million […]

Mail seven copies of your glossy annual report to the SEC? Not anymore, so long as….

by Cydney Posner Corp Fin has just issued a welcome new CDI under the Proxy Rules and Schedule 14A. As you know, under Exchange Act Rule 14a-3(c) and Rule 14c-3(b), companies must mail to the SEC, “solely for its information,” seven copies of their glossy annual reports sent to shareholders. […]

Corp Fin posts new CDIs on pay-ratio disclosure

by Cydney Posner Corp Fin has just issued several new CDIs regarding pay-ratio disclosure (S-K Item 402(u)). As you probably recall, the pay-ratio provision mandates that the SEC require most public companies to disclose, in a wide range of their SEC filings: the median of the annual total compensation of […]

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.

No more “Tandy” letters from Corp Fin staff

by Cydney Posner Corp Fin has just announced that it will no longer require companies to include “Tandy” language in company responses to staff comment letters. “Tandy” language is a  written representation from the company acknowledging that the disclosure in the document was its responsibility and that it would not […]