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Securities and Exchange Commission (SEC) Disclosure Requirements Risk Factors

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

BakerHostetler

Preparing for the 2025 Proxy and Annual Reporting Season: Key Issues and Considerations

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For the 2025 proxy and annual reporting season, there are a number of key issues to consider and keep an eye on for further developments as preparations commence. This alert provides an overview of these issues and updates in...more

BCLP

U.S. Supreme Court Changes Its Mind, Will Not Decide Facebook Dispute Concerning Public Companies’ Risk-Factor Disclosures

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After hearing argument earlier this month in a widely followed securities law case concerning risk-factor disclosures of public companies, the U.S. Supreme Court last week decided it should not have agreed to hear the case...more

Mayer Brown Free Writings + Perspectives

With Tech Considerations for Securities Lawyers

At the Practising Law Institute’s 56th Annual Institute on Securities Regulation, panelists discussed how public companies are addressing cybersecurity and artificial intelligence (AI) related issues....more

Fenwick & West LLP

Considerations for Upcoming 10-Q Disclosures

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With the end of the third quarter quickly approaching, companies may want to consider the following for their upcoming Quarterly Reports on Form 10-Q...more

Allen Matkins

Boilerplate Risk Factors - Is Nicolai Ivanovich Lobachevsky To Blame?

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A recent paper by four law professors takes a look at risk factor disclosures in Form 10-Qs and 10-Ks filed by 3,000 firms from January 2020 through the end of 2023.  Stephen Choi, Mitu Gulati, Xuan Liu, and Adam...more

White & Case LLP

Key Considerations for Updating 2023 Annual Report Risk Factors

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With the 2023 annual report season upon us, it is time for companies to take stock of risk factors for 10-Ks and 20-Fs, and consider whether recent economic, political, technological, and regulatory developments have had (or...more

BakerHostetler

New Regulations and Standards Look to Clean Up the Voluntary Carbon Market and Fight Greenwashing

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As businesses across the globe strive to fulfill carbon-neutral and net-zero promises over the coming decades, the voluntary carbon market has emerged as a necessary resource to help businesses bridge the gap to...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

Wilson Sonsini Goodrich & Rosati

Snapshot: Risk Factor Trends—Part 1

In 2020, we published our inaugural Risk Factor Trends Report, which summarized the risk factor disclosure practices of the Lonergan Silicon Valley 150 (SV150) prior to the amendments to Item 105, Risk factors, of Regulation...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

White & Case LLP

Key Considerations for the 2023 Annual Reporting Season: Form 20-F and other FPI-Specific Considerations

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This memorandum outlines key considerations from White & Case's Public Company Advisory Group for foreign private issuers ("FPIs") during the 2023 annual reporting season....more

White & Case LLP

Corp Fin Issues Sample Letter to Companies Regarding Recent Developments in Crypto Asset Markets

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In light of the dislocation experienced by the crypto industry in recent months, as demonstrated through a number of highly publicized bankruptcies causing "widespread disruption" in the space, on December 8, 2022, the...more

White & Case LLP

Updating Annual Report Risk Factors: Key Developments and Drafting Considerations for Public Companies

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The Annual Report season will soon be upon us, and it is important to assess a company's risk factors at the outset and whether recent developments, including those relating to macroeconomic, geopolitical, and public health...more

WilmerHale

ESG on Earth Day: Climate Risk is Financial Risk

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Today marks the 52nd Earth Day celebration, initially commenced in 1970 as citizens around the nation, and the world, gathered to demand stronger protection for the environment: cleaner water, air and land. As in 1970, the...more

Foley & Lardner LLP

SEC Proposes New Rules on Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure

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On March 9, 2022, the U.S. Securities Exchange Commission (the Commission) announced proposed amendments to its rules regarding cybersecurity risk management, strategy, governance, and incident reporting by public companies...more

White & Case LLP

Key Considerations for the 2022 Annual Reporting Season: Form 20-F and Other FPI-Specific Considerations

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This memorandum outlines key considerations from White & Case's Public Company Advisory Group for foreign private issuers ("FPIs") during the 2022 annual reporting season. This memo describes our key considerations for...more

Sheppard Mullin Richter & Hampton LLP

SEC Publishes Sample Letter to Companies on Environmental Disclosures

Environmental, social, and governance factors (“ESG”) have pushed to the forefront of the SEC’s attention in recent years. In September, building on prior guidance, the SEC’s Division of Corporate Finance released a sample...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

K&L Gates LLP

SEC Adopts Amendments to Modernize Disclosures of Business, Legal Proceedings, and Risk Factors Under Regulation S-K

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On 26 August 2020, the Securities and Exchange Commission (the Commission) adopted amendments to modernize certain disclosure requirements set forth in Regulation S-K. The amendments relate to the description of business...more

Foley & Lardner LLP

SEC Amends Regulation S-K to Modernize Business, Legal Proceedings and Risk Factor Disclosures

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On August 26, 2020, the U.S. Securities and Exchange Commission (“SEC”) announced it had adopted a series of amendments (the “Amendments”) to Regulation S-K to modernize the description of business (Item 101), legal...more

McGuireWoods LLP

SEC Updates Regulation S-K Business Description, Legal Proceeding, Risk Factor Disclosures

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On Aug. 26, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Regulation S-K to “modernize” Items 101, 103 and 105 of Regulation S-K, which relate to business description, legal proceedings and...more

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