July 5, 2016

Tomorrow’s Webcast! “The SEC Speaks on Non-GAAP”

Since we’ve still been getting so many questions about what the SEC Staff expects in the wake of Corp Fin’s recent issuance of new non-GAAP CDIs, we’ve calendared a new webcast – “Non-GAAP Disclosures: The SEC Speaks!” – that will be held tomorrow, Wednesday, July 6th with Mark Kronforst, the Chief Accountant of the SEC’s Division of Corporation Finance! Dave Lynn & Meredith Cross will join Mark as they parse the questions that Corp Fin has been receiving since the CDIs – as well as the type of comments that the Staff has been issuing (those comment letters aren’t public yet since the files aren’t “closed”).

If you can’t make the webcast live, the audio archive will be posted immediately after the program ends – and a transcript will be posted about 10 days after that. If you’re not a member of, try a “Half Price for Rest of ’16” no-risk trial now…

Non-GAAP Measures: 60% of Proxy Statements Include Them

As noted in this Audit Analytics blog, nearly 60% of proxy statements include non-GAAP financial measures this year – up from a 20% rate in ’09. Thus, the new Corp Fin CDIs aren’t merely directed at earnings releases, 10-Qs and 10-Ks. Learn more in our oodles of memos about the new CDIs posted in our “Non-GAAP Disclosures” Practice Area

The Passing of Former SEC Commissioner Irving Pollack

I’m sad to note that Irving Pollack has passed away. As noted in this statement by SEC Chair White, Irving was a dynamo – he worked at the SEC for 34 years, in many high level jobs including SEC Commissioner, Director of Market Reg and Director of Enforcement. He was Enforcement’s first Director! Here’s an excerpt from the statement:

Once called “a father of modern securities regulation” by the New York Times, Irving was a man of incredible integrity who was truly passionate about securities law. Irving recognized the immense responsibility of the Enforcement Division to ensure honest business practices and pursued that goal vigorously. Each year, the SEC presents the Irving M. Pollack award to an enforcement staff member who demonstrates fairness and compassion as well as a dedication to public service and the SEC.

Here’s a note from Craig Sparks:

I was on the Staff at the SEC from August 1974 until November 1977. I have an absolutely indelible memory of Commissioner Pollack. I was fortunate to be in a car pool that had a parking pass for the underground parking facility at 500 North Capitol. One day as we were pulling into the facility, I noticed a middle-aged man in white shirt, dark suit, conservative tie bent over picking up trash and made some snarky comment to the others in our car about the dress code for janitors. Just then the man stood up and we all saw that he was Commissioner Pollack. He so loved the SEC that he could not tolerate trash on the floor of the parking garage.

I have told that story many times both in my law firm and in my entrepreneurial ventures to illustrate the point that we are all responsible for everything that goes on in our firm or business. No one should walk by trash on the floor without picking it up, no one should walk past an untended client or other visitor without offering assistance. We are all in this together. That Mr. Pollack was a Commissioner brings home the point better than anything else I could say.

Our July Eminders is Posted!

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Broc Romanek