News & Analysis as of

Form 10-K Risk Factors

Alston & Bird

Supreme Court to Hear Two Important Appeals Regarding the Requirements for Pleading Securities Fraud

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The U.S. Supreme Court has agreed to hear appeals of the Ninth Circuit’s decisions in the Facebook and NVIDIA putative securities class action cases. Our Securities Litigation Group breaks down the potentially far-ranging...more

Wilson Sonsini Goodrich & Rosati

Snapshot: Risk Factor Trends—Part 2

In our Snapshot: Risk Factor Trends—Part 1 post, we reviewed the risk factor disclosures of 30 of the Lonergan Silicon Valley 150 (SV150) companies to see whether the length of the risk factor disclosure, both in terms of the...more

Seward & Kissel LLP

SEC Updates for the Upcoming 2022 Annual Reports on Form 10-K and Form 20-F

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The U.S. Securities and Exchange Commission (the “SEC”) has adopted amendments and updated disclosure requirements that are to be included in a reporting company’s annual report on Form 10-K or 20-F. The SEC has also proposed...more

Snell & Wilmer

Annual Reporting Considerations

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COVID-19 Considerations. As companies prepare their annual reports, they should consider refreshing their various disclosures about COVID-19. Particular attention should be given to COVID-19 disclosures in the MD&A, Risk...more

BCLP

2022 Proxy Season - Quick Hits

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Considerations for companies planning for next proxy season should include the following: Risk Factors - ..As discussed in our July 13 post, consider current hot topics, including COVID risks, labor market...more

White & Case LLP

Time to Revisit Risk Factors in Periodic Reports

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Ninth Circuit Decision Highlights Importance of Updating Risk Factors to Address Material Developments, including those relating to Cybersecurity Risks. As companies prepare their periodic reports with the SEC, a recent...more

Pillsbury Winthrop Shaw Pittman LLP

What You Need to Know for Your 2020 Form 10-K

A roundup of the principal new rules and amendments promulgated by the SEC in 2020 that public companies with December 31 fiscal years should consider when preparing their Annual Reports on Form 10-K for 2020. Public...more

Goodwin

SEC Adopts Third Round of Disclosure Modernization

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The Securities and Exchange Commission has adopted the third group of amendments to its disclosure requirements, originally proposed in August 2019 and discussed in an earlier Goodwin client alert. The amendments, which are...more

Perkins Coie

SEC Modernizes Reg S-K Disclosure Rules for Business, Legal Proceedings, and Risk Factors

Perkins Coie on

The U.S. Securities and Exchange Commission on August 26, 2020, approved the first significant amendments to the rules governing the description of business, legal proceedings, and risk factor disclosures in SEC filings in...more

Bass, Berry & Sims PLC

Practical Takeaways on SEC Amended Disclosure Requirements for Business Description, Legal Proceedings and Risk Factors under...

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On August 26, the SEC voted to adopt amendments to modernize the description of business (Item 101), legal proceedings (Item 103), and risk factor disclosures (Item 105) that registrants are required to make pursuant to...more

Dechert LLP

The SEC Adopts Sweeping Updates to Disclosure Rules Under Regulation S-K

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On August 26, 2020, the Securities and Exchange Commission adopted sweeping changes to the disclosures regarding the description of business, legal proceedings and risk factors that reporting companies are required to provide...more

Bass, Berry & Sims PLC

Reevaluating Risk Factors in Response to COVID-19

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As calendar-year public companies are beginning to prepare their Quarterly Report on Form 10-Q (Form 10-Q) for their first quarter, the novel coronavirus (COVID-19) pandemic and the related societal and economic impact...more

Mayer Brown Free Writings + Perspectives

Legal Update: 10 Tips for 10-Ks and Proxy Statements (UPDATED)

With the 2020 proxy and annual reporting season upon us, this Legal Update provides 10 tips for companies to consider when drafting annual reports on Form 10-K and proxy statements for filing with the US Securities and...more

Kramer Levin Naftalis & Frankel LLP

SEC-Mylan Settlement: The SEC Filed Suit Regarding Investigation Disclosure

On Sept. 27, 2019, the Securities and Exchange Commission (SEC) announced that Mylan N.V., a global pharma company that manufactures and sells EpiPen, which is used to treat serious allergic reactions, agreed to pay $30...more

Sheppard Mullin Richter & Hampton LLP

SEC Looks to Modernize Disclosure Approach

On August 8, 2019, the Securities and Exchange Commission (the “SEC”) announced that it voted to propose rule amendments to modernize the description of business, legal proceedings, and risk factor disclosures that public...more

White & Case LLP

SEC Proposes Amendments to Modernize Disclosures; Considers Requiring Human Capital Resources Disclosure

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On August 8, 2019, the Securities and Exchange Commission (“SEC”) proposed amendments1 to crucial disclosure requirements under Regulation S-K, including Item 101 (Description of Business), Item 103 (Legal Proceedings) and...more

White & Case LLP

SEC Adopts Amendments to Modernize and Simplify Disclosure Requirements - And Provides Guidance on the Significantly Streamlined...

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On March 20, 2019, the SEC voted to adopt amendments to modernize and simplify disclosure requirements for public companies, investment advisers, and investment companies. The amended rules, which are based on amendments...more

Jones Day

SEC Proposes Modernization and Simplification of Regulation S-K

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The Situation: In an effort to reduce compliance and cost burdens, the SEC has proposed amendments to some of the rules and forms associated with Regulation S-K. The Result: The proposed modifications relate to property...more

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