On Jan. 30, 2020, the Securities and Exchange Commission (SEC) issued (i) guidance regarding the disclosure of key performance indicators (KPIs) and metrics in Management’s Discussion and Analysis, or MD&A (the “Guidance”), which is effective immediately and applies to the upcoming annual reports on Form 10-K and 20-F as well as related earnings releases; and (ii) a proposal to eliminate duplicative disclosures required by Regulation S-K Items 301 (Selected Financial Data), Item 302 (Supplementary Financial Information), and Item 303 (MD&A), and modernize and enhance MD&A disclosures for the benefit of investors, while simplifying compliance efforts for companies (the “Proposed Amendments”). In addition, on Jan. 24, 2020, the SEC staff issued certain Compliance & Disclosure Interpretations, or C&DIs, to clarify recent changes that allow companies to omit in the MD&A the earliest of the three years in certain circumstances. This GT Alert summarizes the guidance and proposed amendments.

Read the full GT Alert.

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Photo of María Velasco María Velasco

María Velasco focuses her practice on public and private mergers and acquisitions, capital markets, and other lending transactions. She has particular experience working with cross-border transactions in Latin America. María has previously worked for firms in New York and Mexico City.

Photo of Marc M. Rossell Marc M. Rossell

Marc M. Rossell, co-chair of the firm’s Latin America Practice, focuses his practice on capital markets transactions, including both equity and debt securities offerings and structured financings. Marc has been involved in many of the largest securities offerings out of Latin America, including…

Marc M. Rossell, co-chair of the firm’s Latin America Practice, focuses his practice on capital markets transactions, including both equity and debt securities offerings and structured financings. Marc has been involved in many of the largest securities offerings out of Latin America, including landmark privatization offerings by the Argentine government’s national oil company and telephone companies, the privatization of the Peruvian telephone company, as well as many high-yield debt offerings and equity offerings of companies in Argentina, Chile, the Dominican Republic, Mexico, Panama, Peru and other countries. During the 1980s, he spent a considerable amount of time as bank advisory committee counsel, focusing on the restructuring of the external debt of many countries in Latin America. He also represents creditors and debtors in liability management transactions and has considerable experience with the issuance of project bonds to finance construction projects, many of which have won awards from industry publications.

Photo of Laurie L. Green Laurie L. Green

Laurie L. Green focuses her practice on a wide range of corporate and securities matters, with an emphasis on advising clients in public offerings, private placements, M&A transactions, periodic reporting and compliance matters, and proxy contests. Her experience also includes advising boards of…

Laurie L. Green focuses her practice on a wide range of corporate and securities matters, with an emphasis on advising clients in public offerings, private placements, M&A transactions, periodic reporting and compliance matters, and proxy contests. Her experience also includes advising boards of directors and their committees on disclosure, governance and compliance matters arising out of SEC regulations, stock exchange rules and corporate laws.

Before entering private practice, Laurie spent 11 years at the SEC and served as Special Counsel in the SEC’s Division of Corporation Finance in Washington, D.C., in its Office of Mergers and Acquisitions.

Photo of Maria Sendra Maria Sendra

Maria Sendra has built a disruptive technology and finance practice that helps companies to scale innovation globally by leveraging capital markets, private equity, and technology relationships in key jurisdictions around the world. She has managed international teams of over 500 experts, in helping

Maria Sendra has built a disruptive technology and finance practice that helps companies to scale innovation globally by leveraging capital markets, private equity, and technology relationships in key jurisdictions around the world. She has managed international teams of over 500 experts, in helping to globally scale start-ups, as well as Fortune 500 companies, venture capital, private equity and investment banking efforts in disrupting a wide variety of industries, including data analytics, finance, IoT, energy, cleantech, biotechnology and genomics, digital healthcare, entertainment, consumer goods, real estate, digital and smart cities, blockchain, cryptocurrencies, retail and e-commerce sales and scaled revenue strategies. She has structured and managed domestic and international manufacturing, R&D, distribution, financing, licensing and strategic alliances and businesses linking California innovation to financial markets in New York, London, all over Europe, Latin America, Asia and the Middle East.

Photo of Barbara A. Jones Barbara A. Jones

Barbara A. Jones is a member of the firm’s Global Securities practice group and serves as Co-Chair of the firm’s interdisciplinary Blockchain & Cryptocurrency practice group. She is also co-coordinator of the firm’s interdisciplinary Conflict Minerals Compliance Initiative. Barbara maintains a diverse corporate

Barbara A. Jones is a member of the firm’s Global Securities practice group and serves as Co-Chair of the firm’s interdisciplinary Blockchain & Cryptocurrency practice group. She is also co-coordinator of the firm’s interdisciplinary Conflict Minerals Compliance Initiative. Barbara maintains a diverse corporate and securities law practice across industry groups, emphasizing complex international and domestic transactions, including blockchain and cryptocurrency transactions, private and public financings (including token offerings), dual listings, mergers and acquisitions, strategic collaborations and joint ventures, and licensing transactions. Her practice includes serving as a trusted advisor to public and private company boards of directors on governance and complex regulatory reporting and compliance issues. Barbara’s clients include financial institutions, private equity and venture capital groups, and companies in blockchain, life sciences and biotechnology, information technology, energy (traditional and renewable), mining, defense and security, telecommunications, media, entertainment and sports. Barbara is also active in the representation of Olympic athletes and sports-related organizations.

Barbara practiced U.S. law in London from 1990 through 2003, and headed the international capital markets practice of a major U.S. law firm from 1999 to 2003 before relocating to Boston. From 1997 to 1999, she served as Vice-President, Assistant General Counsel and Regional Counsel for capital markets with J.P. Morgan Securities Ltd. in Europe, the Middle East and Africa. Since returning to the U.S., she has continued to actively represent public and private companies, private equity groups and investment banks in the European, Scandinavian, African and greater Asian markets, including China.

Barbara is a past chair of the ABA’s Subcommittee on International Securities Matters. She is a frequent speaker at conferences relating to cross-border securities matters and strategic alternatives.