“What’s new for the 2023 Form 10-K?” from Davis Polk identifies recently adopted SEC rules that impact the Form 10-K with reference to prior firm memos for additional detail, as well as highlighting numerous disclosure topics of heightened scrutiny, including non-GAAP measures, climate, geopolitical conflict, macro-economic factors, crypto assets, human capital, and more. Companies are also reminded to actively review and refresh their forward-looking statements, MD&A, and risk factors.
Debevoise & Plimpton’s “Key Considerations for the 2023 Annual Reporting Season” provides an overview of recent SEC rule changes that impact the Form 10-K and disclosure “hot topics” (including AI, non-GAAP, board diversity, geopolitical conflict, crypto, and other topics) that will likely impact risk factor disclosures and/or other sections of the Form 10-K for most companies. The Annex addresses these topics in a checklist format that includes links to additional relevant resources.
"Considerations for Preparing Your 2023 Form 10-K" from Gibson Dunn identifies and elaborates on specific areas of focus and other relevant content and process considerations for key trending disclosure topics including climate, human capital, AI, geopolitical conflict, potential government shutdown, and inflation and interest rate concerns. The memo also covers other important substantive and technical disclosure changes and considerations.
“Public Company Update: Things to Keep in Mind for the 2024 10-K Season” from Paul Hastings summarizes the disclosure obligations prompted by recently adopted SEC rules that will impact the 2024 Form 10-K, as well as macro, industry-specific, and jurisdiction-specific developments that companies should consider for potential disclosure implications in view of their particular facts and circumstances.
All of the foregoing are subject to the more recent development noted above regarding the status of the SEC’s share buyback rule.