Capital Markets and Corporate Governance Practice Note
Preparing Your 2019 Form 10-K: A Review of Recent Key Disclosure Developments, Priorities and Trends
This Sidley Practice Note highlights some key disclosure considerations for the preparation of the annual report on Form 10-K for fiscal year 2019. We first discuss recent amendments to U.S. Securities and Exchange Commission (SEC) disclosure rules and other developments in 2019 that will affect Form 10-K filings this reporting season. We next identify certain of the more significant disclosure trends and current areas of SEC staff focus for disclosure, which we believe should be top of mind as registrants prepare their upcoming Forms 10-K. As always, we invite you to contact us with any questions you may have on these topics or any other SEC reporting and compliance matters.
Below is a list of topics covered in this Sidley Practice Note. To read the full discussion, please click here.
FAST ACT AMENDMENTS TO REGULATION S-K
- Management’s Discussion and Analysis
- Exhibits
- New Description of Registered Securities Exhibit
- Redaction of Contract Terms Without a Confidential Treatment Request
- Redaction of Personally Identifiable Information
- Omission of Schedules and Other Attachments from Exhibits
- Limitation of Lookback Period for Material Contracts
- New Cover Page Inline XBRL Data Exhibit
- Hyperlinks and Incorporation by Reference
- Description of Property
- Form 10-K Cover Page Updates and Other Reminders
- New Ticker Symbol Disclosure Requirement
- Removal of Section 16 Delinquencies Checkbox
- Inline XBRL Tags
- June 28, 2019, Public Float Calculation Date
- April 29, 2020, Deadline for Incorporation by Reference of Proxy Material
- Form 10-K Section Heading Changes
- Executive Officers
- Delinquent Section 16 Filings
OTHER NEW REQUIREMENTS, GUIDANCE AND PENDING RULEMAKING
- Critical Audit Matters
- New Mining Property Disclosure Rules; Voluntary Early Compliance Permitted
- New SEC Guidance on Key Performance Indicators and Other Metrics in MD&A
- SEC Proposal to Modernize Business, Legal Proceedings and Risk Factors Disclosures
- SEC Proposal to Modernize MD&A and Related Financial Disclosure Requirements
RISK FACTOR DISCLOSURE TOPICS AND TRENDS
- Complex, Uncertain and Evolving Risks
- LIBOR Transition
- Brexit
- Cybersecurity
- International IP and Technology
- Sustainability
- Human Capital Management
- Impact of the Coronavirus
- Hypothetical Risk Factors
ADDITIONAL AREAS OF SEC STAFF FOCUS
- Non-GAAP Financial Measures
- Loss Contingency Disclosure and Accrual
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