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Disclosure Requirements MD&A Statements Securities Regulation

Fenwick & West LLP

Securities Law Update - April 2025

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Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more

BCLP

How Should Companies Update Risk Factors and MD&A During a Global Trade War?

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As companies prepare to file Form 10-Qs, they should give special attention to risk factors in light of recently announced global tariffs. The situation is particularly challenging due to the fluid environment, including the...more

Dorsey & Whitney LLP

Comparison of Canadian and U.S. Securities Laws

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Last month, I was invited to speak to the Canadian Securities Administrators, focusing on how U.S. securities exemptions, prospectus forms, and continuous disclosure requirements differ from their Canadian counterparts. One...more

BCLP

The Supreme Court Considers Item 303 Violations as Basis for Securities Fraud Claims

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Corporate executives know they must disclose in their companies’ financial statements trends or uncertainties affecting their business. Such disclosure is a requirement of Item 303 of SEC Regulation S-K....more

Mayer Brown Free Writings + Perspectives

SEC Adopts Climate Change Disclosure Rules Applicable To Public Companies And Offerings

The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial...more

Bennett Jones LLP

Continuous Disclosure Recommendations Resulting from CSA Biennial Review

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On November 3, 2022, the Canadian Securities Administrators (CSA) published its biennial report on issuer compliance with continuous disclosure obligations - Staff Notice 51-364 (Staff Notice), which covers fiscal years ended...more

Wilson Sonsini Goodrich & Rosati

SEC Alleges Misleading MD&A Disclosures

On May 6, 2022, the Securities and Exchange Commission (SEC) announced a settled enforcement action against NVIDIA Corporation in connection with allegations that the technology company inadequately disclosed the impact of...more

BCLP

Highlights of the SEC’s Proposed “Rules of the Road” for Climate-Related Disclosures

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On March 21, 2022, the SEC announced proposed new rules that would require public companies to disclose certain climate-related information in registration statements and periodic reports. Under the rules, a company would be...more

Cadwalader, Wickersham & Taft LLP

Made for TV: The SEC’s Regulatory Posture on Climate Risk

Climate change-related risks to the U.S. financial system are attracting increasing public attention in recent years and are raising questions about how U.S. financial regulators, including the U.S. Securities and Exchange...more

Sullivan & Worcester

SEC’s Increased Scrutiny of Climate Risk and Disclosures Likely to Lead to Agency Rulemaking

Sullivan & Worcester on

What public companies need to know about environmental disclosures, including recent climate risk and ESG disclosure initiatives - In fulfilling disclosure obligations under the Securities Act of 1933 and the Securities...more

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings: What Non-US Issuers Need to Know - 2022 Edition

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The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s Guide...more

Wyrick Robbins Yates & Ponton LLP

Improving the SEC Disclosure Framework through Page Limits

Who reads those things?  It is a common refrain that I have thought to myself when clicking through an electronic agreement for my latest iOS update or tossing in the trash the latest terms and conditions update for my auto...more

Bass, Berry & Sims PLC

Regulation S-K Amendments to MD&A - October 2021

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As we’ve previously blogged, in November 2020, the Securities Exchange Commission (SEC) adopted amendments to the Regulation S-K items related to Management’s Discussion and Analysis (MD&A) as well as certain selected...more

BCLP

Have You Updated Your Approach to MD&A?

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The next Form 10-K filing for most companies will be their first filing required to comply with the revised Management’s Discussion and Analysis (Item 303 of Regulation S-K) requirements adopted by the SEC in November 2020....more

Stinson - Corporate & Securities Law Blog

Existing SEC Interpretation on Climate Change Disclosures

In 2010 the SEC issued an interpretive release on registrant’s disclosures related to climate change. Public pronouncements indicate the SEC s in the process of formulating updated rules. ...more

Mayer Brown Free Writings + Perspectives

Annual Review of Federal Securities Regulation

INTRODUCTION - This Annual Review (“Review”) was prepared by the Subcommittee on Annual Review of the Committee on Federal Regulation of Securities of the ABA Business Law Section. The Review covers significant...more

Mintz - Energy & Sustainability Viewpoints

SEC Amends MD&A and Other Financial Disclosure Rules

In November 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments to management’s discussion and analysis of financial condition and results of operations (“MD&A”) and other financial disclosure...more

Perkins Coie

SEC Modernizes Reg S-K Financial and MD&A Disclosure Rules

Perkins Coie on

The U.S. Securities and Exchange Commission recently adopted amendments to certain financial data and management’s discussion of financial information disclosure requirements in Regulation S-K. These amendments affect the...more

Hogan Lovells

SEC updates MD&A and other financial disclosure requirements

Hogan Lovells on

On November 19 the SEC issued significant amendments to the disclosure requirements governing Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A). The amendments to Item 303 of...more

Goodwin

FDIC Finalizes Brokered Deposits and ILC Rules Ahead of the Holidays

Goodwin on

In this Issue. The Federal Deposit Insurance Corporation (FDIC) was busy this week, finalizing rules that modernize brokered deposits regulations, establish new standards for parent companies of industrial loan companies and...more

Eversheds Sutherland (US) LLP

Through the eyes of the SEC: SEC adopts amendments to MD&A disclosure requirements

On November 19, 2020, the United States Securities and Exchange Commission (the SEC) adopted amendments (the Adopted Amendments)1 to Items 301 (selected financial data), 302 (supplementary financial data), and 303...more

Polsinelli

SEC Adopts Amendments to MD&A and Other Financial Disclosure Requirements in Regulation S-K

Polsinelli on

On November 19, 2020, the Securities and Exchange Commission (the “SEC”) adopted final rule amendments to modernize, simplify, and enhance Management’s Discussion & Analysis of Financial Condition and Results of Operations...more

Bass, Berry & Sims PLC

SEC Adopts Amendments to MD&A and Other Financial Disclosures

Bass, Berry & Sims PLC on

On November 19, the Securities and Exchange Commission (SEC) continued its brisk pace of end-of-year rulemaking by approving amendments to Items 301, 302 and 303 of Regulation S-K, which collectively govern the disclosures of...more

Kramer Levin Naftalis & Frankel LLP

SEC Adopts Amendments to MD&A and Financial Disclosures

On Nov. 19, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the disclosure rules affecting Management’s Discussion and Analysis (MD&A) and related financial disclosures. ...more

Cadwalader, Wickersham & Taft LLP

SEC Adopts Amendments to Management’s Discussion and Analysis and Other Financial Disclosures

On November 19, 2020, the Securities and Exchange Commission adopted final amendments to the disclosure rules affecting Management’s Discussion and Analysis (MD&A) and related financial disclosures....more

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