New SEC Financial Disclosure Requirements: Regulation S-K Amendments, Materiality in MD&A Disclosures
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
- work Practice Area
Banking and Finance
- event Date
Wednesday, February 17, 2021
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE course will examine recently adopted amendments to the financial disclosure requirements in Regulation S-K. The panel will discuss the SEC's focus on materiality and "principles-based" disclosures, what should be addressed in liquidity and capital disclosures, and how off-balance sheet commitments or obligations should be reflected in the company filings.
Ms. von Althann focuses on a broad range of disclosure and regulatory matters, reporting obligations, corporate governance and compliance issues, and capital markets transactions critical to public companies, boards of directors and broker-dealers. She advises clients in their interactions with the SEC, FINRA, and exchanges with respect to requests for no-action relief, interpretive guidance, reviews, regulatory requests, inquiries, and investigations. Ms. von Althann spent nearly five years in the SEC’s Division of Corporation Finance, where she focused on disclosure operations. As a member of the office overseeing real estate (including equity REITs and mortgage REITs) and commodity pool disclosures, Ms. von Althann analyzed complex disclosure issues that arose in filings made pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934, including in the context of IPOs, secondary offerings, mergers, spin-offs, and other transactional filings, as well as annual reports, proxy statements and other ongoing disclosure obligations.
Mr. Lawhead has nearly 20 years of experience in capital markets and securities, mergers and acquisitions, venture capital, private equity, and general corporate governance matters. He works with clients ranging from privately held emerging growth companies to large public companies as well as investment banks, venture capital funds and private equity funds, primarily in the life sciences, healthcare, and technology industries. Mr. Lawhead represents companies and investment banks (as underwriters, placement agents, and sales agents) in primary and secondary public offerings of debt and equity securities. He also advises publicly held companies in complying with federal securities laws and regulations and stock exchange listing rules, particularly with respect to disclosure and corporate governance obligations. Further, Mr. Lawhead acts as outside general counsel to assist clients in general corporate and securities matters, including SEC reporting and compliance, Nasdaq and NYSE listing and compliance, corporate governance, investor relations, and executive compensation.
On Nov. 19, 2020, the SEC adopted amendments to Regulation S-K's disclosure requirements. The changes could significantly impact how counsel approaches preparing Management’s Discussion & Analysis of Financial Condition and Results of Operations (MD&A) and other disclosures in SEC periodic reports.
Quantitative and narrative disclosures should give investors an accurate picture of how management views factors that affect a company's financial condition and results of operations. They should include evaluating cash flows from operations and outside sources, along with a discussion of lease obligations, purchase obligations, or other liabilities on the company's balance sheet.
New Item 303(a) provides clarity regarding information that should be covered in the MD&A disclosure. It should include any material information relevant to assessing a company's financial condition and circumstances that are reasonably likely to impact its future performance. Liquidity and capital resource items must be disclosed on both a short-term and long-term basis.
Listen as our authoritative panel discusses the S-K amendments, with particular focus on how they might affect MD&A disclosures in quarterly reports. The panel will also discuss conforming changes made to filing forms for foreign private issuers.
- Background on Regulation S-K and reasons behind the amendments
- Changes made to Regulation S-K under the amendments
- Considerations in preparing MD&A disclosures
- Material information relevant to financial condition and results of operations
- Events and circumstances that are reasonably likely to affect the future financial condition
- Statistical data that aids in understanding financial condition and operations
- Liquidity and capital resource items
- Changes in revenues attributable to changes in price, volume, amount of goods or services sold, or new products or services
- Off-balance sheet commitments and obligations
- Retrospective changes
- Conforming amendments for foreign private issuers
- Effective date
The panel will review these and other significant issues:
- In what respects do the recent Regulation S-K Amendments simplify and streamline company disclosures?
- How might the amendments change the approach of filers and counsel in preparing MD&A disclosures?
- When must companies adjust their filings to comply with the amendments, and can companies elect to switch now?
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