Gibson Dunn's "Considerations for Preparing Your 2019 Form 10-K" identifies and elaborates on how companies may consider these and other key risk areas, and associated resources they may consult, for their upcoming Form 10-K disclosures:
- IP and technology risks associated with foreign operations
- Environmental
- Privacy-related
- LIBOR transition
- International trade
- Brexit-related
- Cybersecurity
The instructive memo also covers other important substantive and technical disclosure considerations, including observations and guidance concerning the MD&A - i.e., whether and how companies are responding to the new disclosure simplification rules that allow discussion of the earliest year to be omitted subject to enumerated conditions and, regardless, the need to review and potentially affirmatively address prior year MD&A disclosures, and risk factor do's and don'ts - with particular emphasis on accurate characterization and description of risks that have in fact transpired and thus are no longer appropriately couched as hypothetical or theoretical (which has been a topic of recent SEC enforcement).
See our prior reports: "SEC: Guidance on Tech/IP Risk Disclosure & Confi Treatment Requests," "SEC Cybersecurity Disclosure Guidance: Color & Context," "SEC Corp Fin Speaks! Brexit, Sustainability & Other Risk Disclosure," "New SEC Staff Guidance Addresses LIBOR Transition Disclosure & More," and "Form 10-K ESG Risk Disclosure"; SEC Chair Clayton's "SEC Rulemaking Over the Past Year, the Road Ahead and Challenges Posed by Brexit, LIBOR Transition and Cybersecurity Risks"; and additional information & resources on our Financial Reporting page. This post first appeared in the weekly Society Alert!