Registration Statements

Now Available: Considerations for Preparing Your 2020 Form 10-K

February 4, 2021 | Posted by Hillary H. Holmes; Elizabeth A. Ising; Thomas J. Kim; Brian J. Lane; James J. Moloney; Ronald O. Mueller; Michael Scanlon; Michael A. Titera Topic(s): Audit Committee; Capital Markets; Disclosure; Financial Statements; Proxy Statements and Annual Meetings; Registration Statements; Securities Regulation

As we do each year, we offer our observations on new developments and recommended practices for calendar-year filers to consider in preparing their annaul report on Form 10-K. In addition to the many challenges of the past year, the SEC adopted and provided guidance on a number of changes to public company reporting obligations impacting disclosures in the 10-K for 2020. In particular, we discuss the recent amendments to Regulation S-K, disclosure considerations in light of COVID-19, a number of technical considerations that may impact your Form 10-K, and other considerations in light of recent and pending changes in the executive branch and at the SEC. The full memo is available at the following link:

Summary Chart and Comparative Blackline Reflecting Recent Amendments to MD&A Requirements Now Available

December 11, 2020 | Posted by Hillary H. Holmes; Lori Zyskowski; Michael A. Titera; Ronald O. Mueller; Andrew L. Fabens Topic(s): Audit Committee; Disclosure; Financial Statements; Registration Statements

On November 19, 2020, the SEC announced that it had adopted amendments to Item 301 (“Selected Financial Data"), Item 302 (“Supplementary Financial Information") and Item 303 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations") of Regulation S-K. This article provides (1) a high level summary of the amendments, effective dates and Commissioners’ views, (2) a detailed description of the amendments in tabular format, and (3) a blackline comparison of the changes to Item 302(a) and Item 303 of Reg S-K.