Technical Reminders for Form 10-K

February 12, 2021

As discussed elsewhere in this edition of The Ticker, companies preparing their Form 10-Ks for the year ended December 31, 2020, will need to comply with several new rules and pieces of SEC guidance.

Most critically, companies should check their Form 10-Ks against the amendments to Items 101 (description of business), 103 (legal proceedings) and 105 (risk factors) of Regulation S-K that the SEC adopted on August 26, 2020, taking care to note the addition of human capital resources as a disclosure topic under Item 101(c).

With respect to the ongoing pandemic, companies should refer to the guidance issued by the SEC on March 12, 2020, later supplemented on June 23, 2020. The SEC’s guidance provides an extensive list of questions for companies to consider as they assess the effects of COVID-19 and their related disclosure obligations.

On the technical side, when the SEC amended the “accelerated filer” and “large accelerated filer” definitions in Exchange Act Rule 12b-2 on March 12, 2020, it added a new check box to the cover page of Form 10-K to indicate whether an internal control over financial reporting auditor attestation is included in the filing. The updated version of Form 10-K with the new checkbox is available here.

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