Form 10-K

News & Analysis as of

When Attorneys General Attack: AGs’ Aggressive Investigation of Climate Change Disclosures, and Getting Your Insurer to Provide...

Who’s afraid of New York’s Martin Act? Right now, a lot of Wall Street and energy industry companies, that’s who. Why are they concerned about the Martin Act? Because it grants the New York State Office of the Attorney...more

SEC Brings Two Financial Fraud Actions

Financial fraud has long been a staple of SEC enforcement. In the wake of the market crisis the agency has attempted to once again focus on the area creating, for example, a financial fraud task force two years ago. Last...more

Blog: Tweet Your 10-K? SEC Votes To Issue Concept Release To Modernize Reg S-K

At an open meeting this morning, the SEC (all three of them) voted to issue a concept release seeking comment on modernizing certain business and financial disclosure requirements in Reg S-K, part of the SEC’s disclosure...more

Your daily dose of financial news The Brief – 4.13.16

US regulators are reportedly preparing a handful of the US’s biggest banks for news that their living wills (their plans for winding down without a taxpayer bailout in the case of a potential bankruptcy) aren’t going to cut...more

Are Activist Investors Risk Factors?

lululemon athletica inc.’s Form 10-K includes the following risk factor: Our business could be negatively affected as a result of actions of activist stockholders, and such activism could impact the trading value of our...more

The Next Level of Investor Communication

Last year about this time General Electric made a splash with its revamped Form 10-K, which it augmented with a short video introduction from its CEO, Jeff Immelt. This year, GE launched what it calls an Integrated Summary...more

Is The SEC On Schedule To Violate Another Law?

Last December, President Obama signed into law the Fixing America’s Surface Transportation Act (aka the “FAST Act“). Buried in the FAST Act were several provisions intended to lighten the load of Securities and Exchange...more

Your daily dose of financial news The Brief – 3.21.16

Major home-improvement news this weekend, as Sherwin-Williams put up more than $9 billion to purchase Minneapolis-based Valspar. The deal’s expected to close within a year, pending approval from regulators and Valspar’s...more

The New Lease Accounting Standard–What Lawyers Need to Know Now

With calendar year-end Form 10-K filings almost completed, you may have noticed the addition of Accounting Standards Update No. 2016-02 “Leases (Subtopic 842)” to the MD&A subsection addressing new accounting standards. In...more

Storm Warning for Safe Harbor

On February 29, 2016, the Supreme Court denied certification in Harman International Industries Inc. et al. v. Arkansas Public Employees Retirement System et al., thereby leaving unanswered a number of questions related to...more

Orrick Technology IPO Insights Newsletter Q4 2015

After two robust years for IPOs, 2015 was a disappointment for tech IPOs. In fact, proceeds raised by IPOs across all industries have been estimated to be in the range of $30 billion, which is a six-year low. More alarming...more

Practical Guidance on FAST Act Changes to JOBS Act and SEC Disclosure Requirements

Tucked into the 490 pages of the Highway Transportation Bill that President Obama signed into law in December 2015, known as the Fixing America’s Surface Transportation Act (FAST Act) and which largely deals with...more

A Financial Statement Guide Through the Seasons - Registering and Offering Securities of US Public Companies at Different Times...

Financial statement considerations can pose challenges for registering or offering securities at certain times of the company’s fiscal year. Companies often observe quarterly earnings blackouts starting around the end of a...more

How to Prepare for Annual Reporting

Annual reporting season is once again upon us, so as you dust off your to do list, here are a few of the many important items for in-house counsel to consider during the inevitable flurry of activity in the coming weeks....more

Omnibus Highway Bill Contains a Grab Bag of December Surprises for Public Companies and Companies Aspiring to Go Public

In December 2015, President Barack Obama signed into law an omnibus highway bill called “Fixing America’s Surface Transportation Act” or the “FAST Act.” This new law (i) amends certain sections of the Jumpstart Our Business...more

FAST Act to Streamline Securities Laws

The Fixing America's Surface Transportation Act, or FAST Act, is really a transportation bill but has provisions meant to simplify securities laws and capital raising measures. The FAST Act was signed into law by...more

Desktop Reference Guide: Summary of Section 16 Rules

This is a summary only. Due to the complexity of Section 16, please consult with us regarding the application of Section 16 to your particular circumstances. Please see full Reference Guide below for more information....more

Blog: Highlights From Panels With Current And Former Staff Of Corp Fin

Below are some highlights (from my notes) of the PLI Securities Regulation Institute panel discussions Thursday and Friday with the Corp Fin staff (Keith Higgins, Shelley Parratt, David Fredrickson, Michele Anderson, Karen...more

Consider Refreshing Your Existing SEC Disclosure

As the fiscal year wraps up and SEC registrants begin to think about their 10-K and proxy, this is a good time for businesses to refresh their disclosure and to consider whether language that reappears annually still...more

The Growing Power of Fair Price and Process in Delaware Appraisal Actions

On October 21, 2015, the Delaware Court of Chancery issued a post-trial opinion in an appraisal action in which it yet again found that the merger price was the most reliable indicator of fair value. Vice Chancellor...more

House Passes Disclosure Modification and “4(a)(1)(1/2)” Bills

On October 6, the US House of Representatives passed the Disclosure Modification and Simplification Act of 2015 (H.R. 1525), which, if enacted, would require the Securities and Exchange Commission to (1) revise Regulation S-K...more

Corporate and Financial Weekly Digest - Volume X, Issue 39

SEC/CORPORATE - House Passes Disclosure Modification and “4(a)(1)(1/2)” Bills - On October 6, the US House of Representatives passed the Disclosure Modification and Simplification Act of 2015 (H.R. 1525), which, if...more

Blog: SEC’s Advisory Committee On Small And Emerging Companies Recommends Harmonizing And Expanding Disclosure Accommodations For...

At a meeting of the SEC’s Advisory Committee on Small and Emerging Companies at the end of last month, the Committee approved a set of Recommendations about Expanding Simplified Disclosure for Smaller Issuers. A key focus...more

Dodd-Frank Executive Compensation Update: SEC Adopts CEO Pay Ratio Disclosure Rules

The Securities and Exchange Commission (SEC) recently adopted final rules implementing one of the last four remaining executive compensation requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act. ...more

House Passes Two Bills Relating to Capital Formation

Today, the House passed two bills relating to the promotion of capital formation by smaller companies, H.R. 1525 and H.R. 1839....more

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