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This One-Hour Briefing will help you effectively deal with current issues and the most challenging disclosures in MD&A. The discussion will also include pros and cons of the SEC’s new rule allowing omission of the third year back in MD&A as well as several ideas and tips to improve your MD&A and the related drafting process.
Please join our discussion leaders N. Adele Hogan of Nelson Mullins Riley & Scarborough LLP and George M. Wilson of PLI’s SEC Institute, as they review the key MD&A issues to address in the 2019 annual report on Form 10-K and the 2020 quarterly reports on Form 10-Q.
Topics to be discussed include:
- Brief review of the overall goal of MD&A
- The SEC’s new “leave out the third-year back” rule – pros and cons
- When to address new issues such as Brexit and Reference Rate Reform
- Ongoing evolution of cybersecurity disclosures:
- When do they become relevant for MD&A, and
- What should be disclosed?
- Pointers on drafting the overview
- Quantification of changes in operations – example SEC comments and how much is appropriate?
- From operating segments to deeper analysis, trends and frequent SEC comments on MD&A
- Recent enforcement cases – focus on known trends
- Latest issues in using non-GAAP measures in MD&A
- Five ways to improve MD&A
- Example drafting and review processes
- Why hasn’t the SEC issued any new MD&A guidance in recent years?
Program Level: Update
Intended Audience: Attorneys and accountants who deal with reporting and disclosure and accounting issues, including in-house counsel, outside attorneys, CFOs, controllers and their staff, internal auditors, partners of public accounting firms and their staff
Advanced Preparation: None