Tag Archives: Form 10-K

Many new smaller reporting companies eligible for disclosure relief in their next Form 10-Q

Companies that will qualify as “smaller reporting companies” for the first time under the SEC’s recently revised definition should consider whether to take advantage of the simplified reporting requirements that will become available to them on September 10, the effective date of the new rule. For example, a calendar-year issuer that qualified as a smaller reporting company as of June 29, 2018 (the last business day of its second fiscal quarter) can comply with the smaller reporting company disclosure requirements in its Form 10-Q for the third quarter of 2018. … More

Direct Listing – Alternative to an IPO?

The New York Stock Exchange recently re-filed a proposal to permit direct listings, where private companies list a class of shares without an IPO or other registered offering.  The rule change was likely prompted by apparent market interest in such a path to “going public” coupled with the NYSE’s belief that its rival, The Nasdaq Stock Market, already permits direct listings.

If approved by the SEC,… More

Happy 5th Anniversary to the JOBs Act—EGCs Should Prepare for New Disclosure Obligations

The JOBs Act was signed into law on April 5, 2012 and created Emerging Growth Companies, or EGCs, which are eligible to comply with reduced disclosure and other requirements under the federal securities laws.

The definition of an EGC, which in general is a company with annual gross revenues of less than $1 billion during its most recent fiscal year, is expansive.   Over 80% of IPOs since the JOBs Act have been completed by EGCs. … More

Relying on Last Year’s Risk Factors is Risky

The SEC routinely advises companies drafting risk factors to start from a blank sheet of paper and avoid boilerplate.  As with many best practices, this recommendation is often aspirational.

Most companies do, however, take care in reviewing last year’s risk factors to make any necessary updates and additions.  As public companies prepare their annual reports on Form 10-K for fiscal 2016, they should consider the blank sheet of paper and think carefully about how their business risks are likely to change in 2017 as a result of the new political environment.… More