News & Analysis as of

Form 10-K

What Are The Reporting Obligations Under Section 16?

by Sullivan & Worcester on

Most in-house counsel of public companies are very familiar with the reporting obligations required by the trifecta – Form 8-Ks, Form 10-Qs and Form 10-Ks – but they oftentimes rely on outside counsel to help determine...more

Early Revenue Recognition Adopters Provide Some Guidance on MD&A Disclosures

I recently wrote a blog on considerations for MD&A disclosures on adoption of the new revenue recognition standard. After learning a few Form 10-Qs had been filed by early adopters, I took a look to see if they lined up with...more

Target Reaches $18.5 Million Dollar Settlement in Data Breach with States

It seems as though we have been writing about this case for a lifetime. Target Corporation’s data breach saga came one step closer to a conclusion this week. On Tuesday, Target reached an $18.5 million settlement with 47...more

Debt Dialogue: April 2017 - Anti-Fraud Liability for a Violation of Duty to Disclose Trends Heads to the Supreme Court

Item 303 of Regulation S-K requires issuers to disclose in their annual reports on Form 10-K and quarterly reports on Form 10-Q “known trends or uncertainties that have had or that the registrant reasonably expects will have...more

Update Your Cover Pages for Exchange Act Reports, including Forms 10-K, 10-Q and 8-K

by Locke Lord LLP on

As discussed in our recent QuickStudy, the SEC has adopted new rules (in effect as of April 12th) that make changes to the cover pages of Securities Act registration statements (Forms S-1, S-3, S-4, S-8, S-11, F-1, F-3 and...more

The SEC’s Flawed Changes To Exchange Act Forms

by Allen Matkins on

Title I of the Jumpstart Our Business Startups (aka JOBS) Act amended the Securities Act and the Exchange Act to provide some regulatory relief to issuers that qualify as an “emerging growth company”. Recently, the...more

SEC Amends Forms and Rules for JOBS Act, Adopts Indexed EGC Definition

by Goodwin on

The SEC has adopted a number of amendments to its forms and rules to reflect changes that resulted from the JOBS Act. The amendments will affect all public companies, including EGCs, as follows: All Domestic Public...more

SEC Amends Forms 10-K, 10-Q, 8-K and Others

by Stinson Leonard Street on

The SEC has issued final rules that reflect self-executing provisions of the JOBS Act. Because these rules were self-executing provisions of the JOBS Act, they do not change existing practice and were already well known. In...more

Sears and the Going Concern Footnote

Traditionally, there has been no guidance in US GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote...more

Investor Suits Follow in the Wake of Western Union Settlement of Money Laundering and Fraud Claims

by Ballard Spahr LLP on

On January 19, 2017, the Western Union Company (“Western Union” or the “Company”) entered into a deferred prosecution agreement (“DPA”) with the Department of Justice (“DOJ”), in which Western Union admitted to willful...more

Yahoo incident reinforces vital role of counsel in cybersecurity

by Hogan Lovells on

It has widely been reported that Yahoo has experienced significant legal and business impacts as a result of several cybersecurity breaches. On 1 March, Yahoo disclosed the findings of an independent board committee and...more

Incident Response: The Increasing Risks to Corporate Legal Departments

The consequences of a data breach reached new heights last week when Yahoo announced the resignation of its General Counsel in response to a series of security incidents the company suffered. A more fulsome explanation of...more

Blog: Exhibits just one click away!

by Cooley LLP on

At an open meeting this morning, the SEC voted to adopt new rule and form amendments requiring that the exhibit index in registration statements and reports contain hyperlinks to the exhibits listed and that these filings all...more

Important Reminders for the 2017 Proxy Season

The following are some important reminders and updates for the 2017 proxy season. Say-When-on-Pay - Required Vote in 2017 - The Securities and Exchange Commission (SEC) requires companies to conduct a...more

SEC Drops Market Crisis Case When Faced With Retrial

by Dorsey & Whitney LLP on

The Commission dropped an action against two senior executives of Thornburg Mortgage, Inc. rather than retry the market crisis era case. In the initial trial a jury found in favor of the two executives on a number of counts...more

Election Result Risk Factors

January is a good time for calendar-year-end companies to re-evaluate, and update as necessary, their Form 10-K risk factors. This year in particular, the November election results introduce a wide range of new considerations...more

2016 Year In Review: Securities Litigation And Regulation

2016 was an active year in securities litigation. In the first half of 2016 alone, plaintiffs filed 119 new federal class action securities cases. It was also a busy year for SEC enforcement proceedings, with a record 868...more

Healthcare Law Update: December 2016

by Holland & Knight LLP on

Prompt Payment Discounts Not an Anti-Kickback Statute Violation - In United States of Am. et al. ex rel. Ruscher v. Omnicare, No. 15-20629, 2016 WL 6407128 (5th Cir. Oct. 28, 2016), the court of appeals affirmed summary...more

CAQ Provides Revenue Recognition Tool for Audit Committees

by WilmerHale on

The Financial Accounting Standards Board’s comprehensive new revenue recognition standard (ASC 606) will become effective for calendar-year reporting companies on January 1, 2018, a little over a year from now. As previously...more

Preparing for the 2017 Public Company Reporting Season

by Perkins Coie on

Reevaluate Non-GAAP Disclosures in Light of Updated C&DIs and Other SEC Actions. As the reporting season gets underway, reviewing non-GAAP disclosure practices should remain a top priority in light of the new and updated...more

Blog: SEC posts report to Congress on Modernization and Simplification of Regulation S-K

by Cooley LLP on

The SEC has posted the staff’s Report on Modernization and Simplification of Regulation S-K, a report to Congress required by the FAST Act. Although required by the FAST Act, this report builds on and reflects the review that...more

SEC Staff Emphasizes Disclosure Requirements Regarding New Accounting Standards; FASB Standard-Setting Update

by WilmerHale on

At a conference last week, the Chief Accountant of the SEC’s Division of Corporation Finance emphasized that the SEC staff will scrutinize companies’ financial reports in their upcoming reports on Form 10-K to see if they...more

Overdue Relief from Sending Glossy Annual Reports to the SEC

It is well known that Securities Exchange Act Rule 14a-3 requires a public company to send an annual report to its shareholders (or provide access to an annual report) when it holds a meeting to elect directors. Less well...more

SEC Staff Issues Guidance Regarding Requirement to Submit Annual Reports to SEC Under Exchange Act Rules 14a-3(c) and 14c-3(b),...

On November 2, 2016, the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) issued guidance regarding the submission of annual reports by registrants to the SEC under Exchange...more

SEC Charges Issuer with Inadequate Segment Reporting

The SEC charged PowerSecure International, Inc. with matters related to inadequate segment reporting in a settled enforcement action. PowerSecure did not admit or deny the SEC’s findings. According to the SEC,...more

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Cybersecurity

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