TheCorporateCounsel.net

Starting the new year with a bang! Tune in tomorrow for the webcast – “Non-GAAP Disclosures: Analyzing the Comment Letters” – to hear Meredith Cross of WilmerHale; Steven Jacobs of E&Y; and Dave Lynn of TheCorporateCounsel.net and Morrison & Foerster provide practical guidance about what to do now with your non-GAAP disclosures given Corp Fin’s new batch of comment letters.

SASB’s Inaugural “State of Disclosure Report”

Hat tip to the SASB for their 1st annual “State of Disclosure Report,” which benchmarks sustainability disclosures in SEC filings, including:

– 81% of topics in SASB standards include some form of disclosure in the 10-Ks or 20-Fs; which indicates that companies acknowledge the majority of the sustainability factors identified in SASB standards have —or are reasonably expected to have—material impacts on their business.
– More than 53% of disclosures on these topics use boilerplate language & less than 24% of these disclosures contain metrics – demonstrating that many companies take a minimally compliant approach to sustainability disclosure.
– For the 1st time, SASB has ranked the state of disclosure at the industry level. The top 5 industries, in terms of the overall effectiveness of sustainability disclosure: Education, Car Rental & Leasing, Cruise Lines, Gas Utilities and Tobacco.

The report includes specific examples of actual 10-K/20-F disclosures highlighting the variability in the quality of disclosure within an industry…

Even More on “The SEC Comment Process: What is a ‘Bedbug Letter’?”

Quite a few years ago, I blogged for a second time about what is a ‘bedbug letter.’ It’s a topic that I still receive emails about. As noted in that last blog, it probably derives from an old term for a standard “brush-off” response, which is basically what an SEC Staff bedbug letter is meant to be:

As the story goes, a traveler checked into an exclusive hotel. However, all night long, he could not sleep, because of being bitten by bedbugs. When he arrived home, he wrote a letter to complain. Soon, a letter came back, which said: “Dear Mr. Jones, we are in receipt of your letter which complains that you were bitten by bed bugs while a guest at our hotel. I must inform you that you are mistaken. There are no bedbugs in our hotel. It is completely impossible that you were bitten by a bed bug while a guest at our hotel.” Attached to this letter was a handwritten note, which said: “Send this fellow the bed bug letter.”

Another theory of the origin is that it came from one of the railroads – which commonly had bedbug problems with Pullman berths – that had one or another form of insincere denial or apology. Since this involves the telling of tales, it’s a good time to plug the new “Broc Tales Blog“…

– Broc Romanek