Master the 10-K and 10-Q 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. Like its counterparts Master the 8-K and Master the Proxy Statement, this guide draws on the expertise of author Gary M. Brown to deliver clear explanations, detailed guidance, and essential practice tips. Coverage 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 2023 rule (and proposed rule) changes and updated guidance, such as:

  • New quarterly disclosures in both the Form 10-Q and Form 10-K regarding the adoption, modification, and termination, of Rule 10b5-1 trading arrangements and “non-Rule 10b5-1 trading arrangements” by directors, officers, and companies;
  • “Clawback” disclosures—new check boxes on the Form 10-K cover, disclosures regarding recovery of excess incentive compensation, and a new requirement to file the company’s clawback policy as an exhibit to the 10-K;
  • Cybersecurity disclosures (including the addition of Item 1C to Form 10-K);
  • Disclosures about “close in time” option grant practices; 
  • Insider trading plans (applicable after 2024)—a new requirement for companies to file their insider trading policies as an exhibit to the Form 10-K (and, if they do not have such a policy, to explain why they do not); and
  • Pending proposal to require disclosures relative to climate change in Forms 10-K and 10-Q.
Publication Date: January 2024
Last Updated: January 2024
ISBN: 978-1-4024-4536-1
Page Count: 758 pages
Number of Volumes: 1

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