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Category Archives: Exchange Act Reporting

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When Acronyms Collide: 20 FAQs for FPIs as IFRS Meets XBRL

On March 1, 2017, the US Securities and Exchange Commission took action that permits, and will eventually require, foreign private issuers (FPIs) registered with the SEC that prepare their financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS) to file financial statements in eXtensible Business Reporting … Continue Reading

XBRL for Foreign Private Issuers: Coming in 2018

The SEC will require foreign private issuers that report in IFRS to submit XBRL financial statements for annual reports filed during 2018. On March 1, 2017, the Securities and Exchange Commission (SEC) published a taxonomy to permit, and eventually require, foreign private issuers that prepare their financial statements using Internal Financial Reporting Standards (IFRS) to … Continue Reading

SEC Reporting After a Bankruptcy Filing – Part I

Your good client Michael Bluth calls you from the Delaware bankruptcy court. Now that his family’s business, The Bluth Company, has filed for bankruptcy protection under Chapter 11 of the Bankruptcy Code and his late nights with DIP lenders and our bankruptcy colleagues have come to a temporary pause, Michael’s ready to turn back to … Continue Reading

Pre-Halloween Horror Special — The First 10-Q for a Newly Public Company and Reverse Mergers

In this installment we tackle two topics that, while not at the level of shockers such as the Texas Chain Saw Massacre, can still send chills down the spine — namely, the sudden arrival of a newly public company’s first 10-Q, and the prospect of a reverse merger into a public company shell.… Continue Reading

The Guide to Guidance: A Resource for Public Companies

Delicious Dough, Inc., a newly public company, recently introduced the Pandossainet, an irresistible pancake-donut-croissant-beignet hybrid.  New Yorkers are lining up for hours to buy Pandossainets before they sell out each morning, usually by 6 a.m.  The company has some guidance questions, and Steven Sucre, Delicious Dough’s CFO, is not sure how to proceed.… Continue Reading

THX 1138 – Your Guide to XBRL, Part 2

We are continuing our series on XBRL — in this installment, some issues for ongoing reporting companies. Do I need to include an interactive data file with a shelf registration statement? How about an Exchange Act registration statement? You generally do not need an interactive data file for a registration statement on Form S-3, and … Continue Reading

SEC Comment Letters

Your client, So-Crates Inc. (a leading public packaging company headquartered in San Dimas, CA) recently received a comment letter from the SEC Staff relating to the disclosure in its Form 10-Qs for the first and second quarters.  The Company is on the verge of filing its third quarter 10-Q and its general counsel, Bill S. … Continue Reading


This week, our good client, McFadden Friendly Real Estate Investments, which is currently developing the “Casper’s World” office complex/theme park, is looking to expand its real estate empire and merge with Wendy’s Good Little Investments.  In connection with this transaction, a registration statement on Form S-4 will need to be filed.  McFadden’s general counsel, Seymour … Continue Reading

Newly Public Companies – Internal Control Certifications

Your client Green Goo has consummated a wildly successful IPO.  Green Goo’s proprietary NanoSlimeTM converts raw sewage into high-octane gasoline, delighting environmentalists, investment bankers and sanitation engineers alike.  Now, the company’s first annual report rolls around and the General Counsel calls up with a seemingly simple question – what does the company have to do … Continue Reading

SOX Certifications for Amended Periodic Reports

We’re talking SOX this week – not the Boston Red Sox or even the Chicago White Sox, but the Sarbanes-Oxley Act of 2002. SOX contains two required certifications from public company CEOs and CFOs, Section 302 and 906. The certifications are similar but not identical, particularly because Section 302 required the SEC to engage in rulemaking under … Continue Reading

Forward-Looking Guidance and Earnings Releases

Public companies are not required by the SEC (or stock exchange rules) to provide guidance or projections on future operating results, but many nonetheless choose to do so. Today, we take a look at some guidance-related questions. Just by way of background, see our Client Alert “Giving Good Guidance—What Every Public Company Should Know” for … Continue Reading

“The Good, the Bad and the Ugly”

The Good:  Flash Numbers We are counsel to an issuer in an underwritten offering of common stock off an S-3 shelf. The issuer had a good quarter, and we would like to include a snapshot of the results, or “flash numbers,” in the pro supp. Can we do so despite the fact that full financial statements for … Continue Reading