Master the 10-K and 10-Q, Third Edition is the second publication from PLI’s SEC Compliance and Disclosure Series, along with Master the 8-K and Master the Proxy Statement. It provides step-by-step instructions and detailed analysis of Form 10-K and Form 10-Q, highlighting areas in which your company can implement or refine its disclosure controls and procedures in order to ensure accurate and timely filings. Coverage takes into account recent (2021 and 2022) rule changes and includes:
- Filing procedures, deadlines, and extensions, and the impact of late filings
- Signature and certification requirements
- The “furnished” versus “filed” distinction
- Technical aspects of incorporation by reference
- Special rules for asset-backed issuers
- Exhibit requirements
This one-stop resource is enhanced with compliance practice pointers and more than a dozen appendices containing related forms, checklists, regulations, and SEC guidance.
Master the 10-K and 10-Q also provides up-to-the-minute guidance on the SEC’s 2021 and 2022 rule (and proposed rule) changes and updated guidance, such as:
- The addition of Item 9C to Form 10-K – “Disclosure Regarding Foreign Jurisdictions that Prevent Inspections”;
- The adoption of rules allowing for electronic signatures on SEC filings;
- Pending proposals to require disclosures relative to cybersecurity and climate change in Forms 10-K and 10-Q;
- The new requirement to soon submit (on EDGAR) the “glossy” annual report to shareholders required by Rule 14a-3(b);
- Revisions to the redaction process relating to confidential information in exhibits that removed the old “competitive harm” requirement; and
- Pending proposals to require disclosure of certain information relative to 10b-5(1) plans as well as disclosure of the cybersecurity expertise of directors.