New SEC Financial Disclosure Requirements: Regulation S-K Amendments, Materiality in MD&A Disclosures
Recording of a 90-minute premium CLE video webinar with Q&A
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.
Outline
- 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
Benefits
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?
Faculty
Michael L. Lawhead
Partner
Baker & Hostetler
Mr. Lawhead enlists an impressive background and proven business sense to guide clients through complex corporate... | Read More
Mr. Lawhead enlists an impressive background and proven business sense to guide clients through complex corporate matters, notably capital market transactions for companies in the healthcare and life sciences industries. His experience includes equity and debt securities transactions, as well as mergers and acquisitions, and corporate governance and compliance. Mr. Lawhead also advises privately held companies in offerings of preferred equity and venture capital funds as investors in such transactions. Digital health, diagnostics, pharmaceutical and medical device companies, among others, turn to Mr. Lawhead to improve their standings and increase their earnings.
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Sara M. von Althann
Counsel
Sidley Austin
Ms. von Althann focuses on a broad range of disclosure and regulatory matters, reporting obligations, corporate... | Read More
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.
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