Friday, February 5, 2021
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 requirements. The stated purpose of these changes is to benefit investors with an increased focus on material financial information and simultaneously streamline the requirements imposed upon reporting companies. The SEC notes that these changes are part of an effort to modernize and simplify the requirements of Regulation S-K.
These amendments will become effective on February 10, 2021. Registrants are required to comply with the new rules beginning with their first fiscal year ending on or after August 9, 2021 (referred to as the “mandatory compliance date”), which for a December 31 year-end company will be its annual report for the year ended December 31, 2021. Registrants will be required, however, to apply the ame
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This is Part I of a two-part memorandum series outlining key considerations from White & Case’s Public Company Advisory Group for US public companies during the 2021 annual reporting and proxy season.
Part I of this memo describes our key considerations for Annual Reports on Form 10-Ks in two parts:
(1) Housekeeping Items for Form 10-Ks in 2021; and
(2) Top Nine Disclosure Considerations for the Form 10-K in 2021.
Part II of the series will describe key considerations for Annual Meeting Proxy Statements.
Considerations for Annual Reports on Form 10-K in 2021
Recent SEC rulemaking and other developments in 2020 have resulted in a number of changes to SEC filings, including your upcoming 10-K, as described below.
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In November 2020, the SEC adopted amendments to Regulation S-K to modernize and simplify certain disclosure requirements related to Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) and other financial disclosures. These amendments reflect substantial changes to the applicable Regulation S-K items and represent a continued attempt by the SEC to update, modernize and streamline Regulation S-K and eliminate duplicative disclosures. The changes are intended to result in specifically tailored disclosures using a principles-based model that will allow investors to better understand a company’s business, as seen and analyzed through the lens of management.