The Bass, Berry & Sims Corporate & Securities Practice Group recently hosted its first in a series of complimentary webinars exploring various public company-related securities law issues.
The first webinar, Key Insights into Financial Reporting Considerations: MD&A, Earnings Releases & Regulation FD, was held on July 18 and shared guidance on the preparation of the Management Discussion & Analysis (MD&A), key disclosure issues regarding earnings releases and calls, and important considerations for public companies under Regulation FD.
- SEC Staff emphasizes the importance of layered disclosure within MD&A focused on key disclosure items and financial highlights at the start of MD&A (such as through use of an executive summary).
- Registrants should focus on analysis in MD&A, not simply a recitation of financial results. In addition, material trends requirement in the MD&A can give rise to difficult disclosure decisions, taking into account the two-step MD&A disclosure test outlined in the Staff’s 1989 Interpretative Release.
- It is important to consider consistency of MD&A with messaging in earnings release materials and risk factor disclosure.
- While usage of non-GAAP financial measures is widespread in earnings release materials, often driven by investor demand for such information, public companies should continue to be mindful of Staff focus on non-GAAP compliance, including giving corresponding GAAP measures equal or greater prominence with non-GAAP.
- Private meetings with analysts and investors remain an integral part of most public companies’ IR messaging strategy, but maintaining compliance with Regulation FD depends heavily on development of clear, actionable policies and practices for controlling, monitoring and reacting to disclosures of material nonpublic information.
Should you have any questions, or suggestions for topics, please feel free to reach out to one of our speakers.
Contact the Presenters
Chair, Corporate & Securities Practice Group
Member, Corporate & Securities Practice Group
About the Bass, Berry & Sims Corporate & Securities Practice
Public and private companies of all sizes across a variety of industries turn to Bass, Berry & Sims for counsel on a wide range of corporate matters, including mergers, acquisitions and dispositions, capital markets transactions, executive compensation issues, corporate governance and shareholder activism. We serve as primary corporate and securities counsel to more than 35 public companies and have counseled on 150 deals ranging in size from $20 million to more than $15 billion over the past two years. Click here to learn more about the Corporate & Securities Practice at Bass, Berry & Sims.