Compliance with Revised Requirements Now Mandatory
The next Form 10-K filing for most companies will be their first filing required to comply with the revised Management’s Discussion and Analysis (Item 303 of Regulation S-K) requirements adopted by the SEC in November 2020. While voluntary early compliance with the 2020 amendments was permitted, companies are not required to comply with the amended requirements until their first filing for a fiscal year ending on or after August 9, 2021. Accordingly, Form 10-K filings for fiscal years ending in September 2021 or later must comply with the amended requirements.
With the Delta variant surge, many companies have delayed plans for a return to in-person board and committee meetings. The go-to alternative, in many cases, will be a return to video conferences, which worked well in the early stages of the pandemic but also raised security concerns because of recording issues, among other things.
As discussed in our March 4, 2021 and March 17, 2021 posts, Allison Herren Lee, then the Acting Chair of the SEC, previously issued a Public Statement and delivered a speech announcing the SEC’s enhanced focus on climate-related disclosures. Yesterday, the SEC’s Division of Corporation Finance issued a sample comment letter to provide additional guidance on the application of its rules to climate change, including the following topics covered in the SEC’s 2010 climate change guidance:
Chairman Gensler Addresses Key Elements of his Agenda
The SEC’s filing of its first shadow trading case earlier this month signals the agency’s willingness to pursue actions based on expanded theories of insider trading liability.
On August 19, 2021, the New York Stock Exchange further revised its definition of a “related party transaction” to include the $120,000 quantitative threshold under Item 404 of SEC Regulation S-K that had been expressly excluded from the definition approved four months earlier.