Governance IssuesTM
Volume 2023, No. 1
February 21, 2023
In This Issue
SEC comment letters continue to shower down on public companies, sometimes causing a massive storm. We have articles on the latest guidance regarding non-GAAP financial measures, as well as what Corp-Fin is concerned about on environmental matters. We also have an article on preparing for an IPO during a market slowdown. 
By Ron Kral, CPA, CMA, CGMA
While environmental, social and governance (ESG) may soon see a seismic shift in disclosure requirements, there has been no shortage of regulatory scrutiny based on existing requirements. No matter one’s viewpoint on ESG, the reality is companies need to take notice. This article offers commentary on SEC environmental comments, as well as some ideas for public companies in preparing for and responding to the comments.

Thoughts on climate change disclosures and responding to SEC staff comments

IPO readiness planning is critical for success
As private equity firms are weighing exit options and liquidity paths for their portfolio companies, the current market slowdown can be used as an opportunity to conduct an IPO Readiness assessment, and execute on the necessary steps to get ready and stay ready for when the IPO opportunity is right or pursue a dual track for alternative deal opportunities.
Non-GAAP financial measures have consistently been one of the most frequent comment letter topics from SEC staff for decades because of ample judgement involved. On December 13, 2022, the SEC staff updated their guidance to provide additional clarity and transparency. The updates primarily address the nature and presentation of adjustments or measures that may be considered misleading.

Clarifies the meaning of normal, recurring operating expenses
Kral Ussery is a national CPA firm providing services that external auditors cannot due to independence concerns, such as accounting advisory, valuations, and internal audits. Download our services flyer.
About Governance IssuesTM
Governance IssuesTM is an electronic newsletter published by Kral Ussery LLC, a public accounting firm delivering SEC & accounting advisory services, litigation support, and internal audits. The newsletter focuses on our practice areas of SEC compliance, internal controls, IT general controls, valuations, IPO readiness, M&A transactions, US GAAP compliance and internal auditing.
Content in this newsletter is for general information purposes only and should not be used as a substitute for professional consultation.
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