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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 program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Wednesday, February 17, 2021

Recorded event now available

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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.


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.



  1. Background on Regulation S-K and reasons behind the amendments
  2. Changes made to Regulation S-K under the amendments
  3. Considerations in preparing MD&A disclosures
    1. Material information relevant to financial condition and results of operations
    2. Events and circumstances that are reasonably likely to affect the future financial condition
    3. Statistical data that aids in understanding financial condition and operations
    4. Liquidity and capital resource items
    5. Changes in revenues attributable to changes in price, volume, amount of goods or services sold, or new products or services
    6. Off-balance sheet commitments and obligations
    7. Retrospective changes
  4. Conforming amendments for foreign private issuers
  5. 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?


Lawhead, Michael
Michael L. Lawhead

Baker & Hostetler

Mr. Lawhead enlists an impressive background and proven business sense to guide clients through complex corporate...  |  Read More

von Althann, Sara
Sara M. von Althann

Sidley Austin

Ms. von Althann focuses on a broad range of disclosure and regulatory matters, reporting obligations, corporate...  |  Read More

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