Several firms (e.g., Mayer Brown, Davis Polk, Cooley) summarized last week's virtual roundtable: “Q2 Reporting: A Discussion of COVID-19 Related Disclosure Considerations" (webcast archive not yet posted), which was moderated by SEC Chair Clayton and included participation by National Economic Council former director Gary Cohn, Silver Lake Partners co-founder Glenn Hutchins, Advent Capital Management President Tracy Maitland, and BlackRock Vice Chair Barbara Novick. Companies should be aware of - and consider for disclosure (if and to the extent relevant) - the topics suggested during this roundtable for their next periodic report.
Among the key themes: (i) company-specific and forward-looking disclosure; (ii) consistency of internal and external disclosures among, e.g., the board, lenders, analysts, investors, which will support the SEC staff's presumption of "good faith" forward-looking disclosure; (iii) liquidity - including cash on hand, cash burn, working capital, credit facilities and covenants, other financial assistance/aid, capital-raising; (iv) base, worst, and best case financial and operations scenario modeling (with assumptions disclosed); (v) monthly breakdown of cash flow, results, and other relevant measures; (vi) pandemic impacts on suppliers, customers, competitors and associated business implications; and (vii) HCM and company-specific social issues (e.g., D&I) disclosure.
Based on the roundtable discussion, Corp Fin's issuance of additional guidance (which may include example/model disclosures) is possible.
See our prior reports: "SEC Issues Supplemental COVID-19 Disclosure Guidance" and "COVID-19: SEC Extends Filing Relief & Issues Disclosure Guidance" and additional resources on our Financial Reporting page under Coronavirus. This post first appeared in the weekly Society Alert!