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Does Placing Non-GAAP Financial Measures First Violate The Law?

Yesterday’s post discussed the SEC staff’s recently announced position that Item 10(e)(1)(A) of Regulation S-K requires that issuers disclose comparable GAAP financial measures before non-GAAP financial measures. Item 10(e)(1)(A) requires only that issuers afford GAAP financial measures “equal or greater prominence” as non-GAAP measures.  What then is the legal significance of the staff’s position that GAAP…

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When The SEC Became A Real Estate Regulator

For at least a century, it has been said that only three things matter in real estate: location, location, location.  Recently, the Securities and Exchange Commission took this old saw to heart in the context of disclosure of non-GAAP financial measures.  The SEC’s fixation on location began this past May when the staff updated its Compliance and Disclosure Interpretations…

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Sellers May Find The FAST Act To Be Not So Fast

I’ve devoted several recent posts to the new secondary trading exemption that Congress tacked on to Section 4 of the Securities Act of 1933.  The exemption is poorly drafted and in many cases may prove unusable.  Perhaps this reflects its provenance as part of a large bill devoted primarily to transportation matters – the Fixing…

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