April 12, 2016

Our New “Non-GAAP Financial Measures Handbook”

Spanking brand new. By popular demand, this comprehensive “Non-GAAP Financial Measures Handbook” covers a challenging topic, from the basics to everything you want to know about Regulation G, Item 10(e) of Regulation S-K & Form 8-K’s Item 2.02. This one is a real gem – 89 pages of practical guidance – and its posted in our “Non-GAAP Disclosures” Practice Area. Big HUGE hat tip to Joe Alley of Arnall Golden Gregory for authoring this beast! This is a hot topic, as noted in my blog last week entitled “Non-GAAP Financial Measures: Will the SEC Curb Their Use?“…

Also see this memo – “Top 10 Questions to Ask When Using a Non-GAAP Measure” – that I just posted in our “Hot Box” on our home page…

EDGAR: The SEC’s New “Announcement” Service

On my “wish list” from the SEC, I’ve had a wish that the SEC would inform us when EDGAR is experiencing problems – or problems are resolved – through a blog or other sort of channel. Good news! The SEC’s Filer Support team recently implemented an “announcement” functionality on the “Information for Filers” page. It’s a RSS news/announcement feed that folks can sign-up to receive an email every time that Filer Support has something important to note (i.e. EDGAR closings, change in support hours, etc.).

Each announcement will be posted on both the “Information for Filers” page – and this “Announcements” page. I’m not certain whether the announcements will include information about outages & other problems – but fingers crossed…

Board Diversity: Shareholder Nominees Come Under Fire

A few months ago, I blogged about an interview with SEC Chair White about board diversity & activism – but that interview tackled the two topics separately. This recent Bloomberg article has raised eyebrows as it shows that – since 2011 – only 7 of the 174 people nominated to boards by five of the largest US activist funds have been women. Here’s an excerpt from this Davis Polk memo about this news:

This is not a surprise given that shareholder activist funds often nominate their employees, and to date their senior employees remain predominantly men. (A “pipeline” problem does not, of course, fully explain the numbers since shareholder activist funds also nominate independent directors who are not employees.) These news reports echo Andrew Ross Sorkin who raised the question last year of whether shareholder activists target women CEOs, noting that although only 23 women lead companies in the S&P 500, nearly a quarter of them have been in the crosshairs of shareholder activists. We recognize that shareholder activists are not alone in having room for improvement when it comes to diversity – most of the companies they target and the professional services firms that advise on these matters could improve in this area as well.

Broc Romanek