Category: Regulatory
Non-GAAP Financial Metrics and Disclosures: Regulation G and Item 10(e) of Regulation S-K
Non-GAAP financial measures are financial metrics that are not based on standard accounting principles but are presented by a company to provide additional insight into its performance. These measures often exclude certain items or adjust the reported numbers to better reflect the company’s underlying business performance.
What’s Going On With Trump’s Lockup Agreement?
The impending expiration of the lockup agreement in the context of Trump Media & Technology Group Corp. (Nasdaq: DJT) raises some fascinating legal issues, as well as a once-in-a-lifetime case study on the market implications of post-lockup stock sales.
HKEx Relaxes Listing Rules for Specialist Technology Companies and DeSPAC Transactions
On August 23, 2024, the Securities and Futures Commission of Hong Kong and the Stock Exchange of Hong Kong Limited (HKEx) jointly announced temporary modifications to HKEx’s Listing Rules and guidance materials with respect to: The temporary modifications apply for a period of three years – from September 1, 2024 […]
Nasdaq Updates Listing Requirements
Throughout 2024, Nasdaq has been revising the procedures for companies dealing with low stock prices, with a focus on cutting down on what they deem to be cheap, risky stocks trading on their exchange. Here is what you need to know.
Update: Proposed Repeal of Section 16 Exemption for FPIs Dropped
Earlier this year, we wrote about a proposal buried within the Senate version of the National Defense Authorization Act for Fiscal Year 2024 that would effectively make insiders of foreign private issuers (FPIs) subject to both the reporting requirements and short-swing profit recovery provisions of Section 16 of the Securities […]
T+2 goes to T+1 “”Is “œT+evening ” next?
Yesterday, the SEC adopted a number of new rule amendments intended to reduce risks in the clearance and settlement processes. Most significantly for this audience, the changes will reduce the standard settlement cycle for most broker-dealer transactions in securities from T+2 to T+1, that is, from two business days after […]
Interim Guidance on Stock Buyback Excise Tax Confirms Broad Application to M&A and Capital Market Transactions
The Inflation Reduction Act imposes a 1% excise tax on certain repurchases of stock of publicly traded US corporations ( “œCovered Corporations “) effected after December 31, 2022 (the “œExcise Tax “).[1] On December 27, 2022, the Department of the Treasury ( “œTreasury “) and the IRS issued Notice 2023-2 […]
Did the Inflation Reduction Act Create a SPAC Tax?
On August 16, 2022, House Resolution 5376, the Inflation Reduction Act (IRA), was signed into law. An August 11 Cooley client alert explains some of the tax provisions contained in the IRA, including the 1% excise tax on certain stock buybacks, which may impact special purpose acquisition companies (SPACs) at […]
SEC Climate Change Disclosure Proposal: What Non-US Companies Need to Know
The Securities and Exchange Commission has proposed new rules that would require extensive climate change disclosure in registration statements and periodic reports. The Wall Street Journal has called this proposal “œthe biggest potential expansion in corporate disclosure since the creation of the Depression-era rules over financial disclosures that underpin modern […]