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 “the biggest potential expansion in corporate disclosure since the creation of the Depression-era rules over financial disclosures that underpin modern […]
SEC Decreases Fee Rates for Fiscal 2022, Which Begins October 1, 2021
Today, the SEC announced that it was reducing the fees it charges issuers to register their securities. In fiscal 2022, the fee rates for registration of securities and certain other transactions will be $92.70 per million dollars, down from $109.10 per million dollars last year. These rates are set each year to […]
Is There a Resurgence in the Use of Non-GAAP Financial Measures?
In 2016 and early 2017, the SEC made a big push—through a series of staff oral admonitions and written guidance, as well as an enforcement action—to require issuers to be more transparent and more consistent in the use of non-GAAP financial measures and to avoid altogether non-GAAP measures that were […]
SEC to Scrutinize Company Accounting for Impact of Climate
In February, then-Acting SEC Chair Allison Lee directed the staff of Corp Fin, in connection with the disclosure review process, to “enhance its focus on climate-related disclosure in public company filings,” starting with the extent to which public companies address the topics identified in the interpretive guidance the staff issued regarding climate […]
Is the SEC considering guidance on SPAC projections?
Reuters is reporting—exclusively—that the SEC is contemplating issuing more guidance that would “rein in growth projections” made by listed SPACs and clarify when the PSLRA would be available to protect SPAC projections, “according to three people with knowledge of the discussions.” According to Reuters, the SEC guidance “would escalate its crackdown on the […]
Cooley Supports Petition to SEC for E-Signatures
Cooley, together with Wilson Sonsini Goodrich & Rosati and Fenwick & West, has submitted a petition to the SEC requesting a rule change to allow companies to use electronic signatures in their filings. Today, companies are required to sign many SEC filings, including registration statements filed in connection with IPOs, […]