’34 Act/Other
1. Form 10-K Only
2. Both Form 10-K & Form 10-Q
3. Form 10-Q & Earnings Calls
4. Corp Fin Comment Process
5. Form 8-K
6. Special Disclosure Issues
7. Section 16
8. Regulation FD
9. Going Dark & Delisting
10. How the SEC Works (Edgar, Rulemaking, Etc.)
11. Insider Trading Preclearance & Policies
12. Internal Investigations/White Collar Crime
13. Dividends
1. Form 10-K Only
2. Both Form 10-K & Form 10-Q
- How to Update Your “Business” Section Disclosure
- Non-GAAP Measures in the Proxy
- 5 Things About Disclosing SEC Enforcement Investigations
- How to Draft “Legal Proceedings” Disclosure
- When Do You File a “Material Contract” With the SEC?
- How to Correct Form 10-Q Mistakes
- What Can You Do If You’re Unable to Timely File Your Form 10-Q?
- How to Obtain a Rule 12b-25 Filing Extension for Your Form 10-K or 10-Q
- How to Amend CEO/CFO Certifications for Form 10-Ks & 10-Qs
- Collecting & Filing CEO/CFO Certifications for Form 10-Ks & 10-Qs
- The “Subcertifications” Culture Behind CEO/CFO Certifications
- Who’s the “Principal Accounting Officer”? Your CFO or Controller?
- How to Update 10-K & 10-Q Exhibit Indexes
- How “Materiality” Will Ruin Your Life
- Non-GAAP Measures: Parsing the Hypos
- Non-GAAP Measures: The Basics
- How to Draft “Disclosure Controls” Disclosure
- MD&A’s “Known Trends & Uncertainties”
- How to Draft “MD&A” Disclosure
- The SEC’s Guidance on MD&A and KPIs
- “Segments” for MD&A
- The Use of Cautionary Language in MD&A
- How Do You Change Your Headquarter’s Address with the SEC?
3. Form 10-Q & Earnings Calls
- How to Talk to the Algos During Earnings Calls
- How to Archive Earnings Calls on IR Web Pages
- Reg FD & Social Media Use (Live Tweeting the Earnings Call)
- How to Provide ESG Updates During Quarterly Earnings Calls
- How to File Form 8-Ks for Earnings Releases
- Quarterly Earnings Call Transcripts & Audio Archives
- The In-House Lawyer Perspective of the Earnings Release Process
- Do We Postpone Our Earnings Call Because We Can’t File Our 8-K With the SEC Because Edgar is “Down”?
- The In-House Lawyer Perspective of the Form 10-Q Process
4. Corp Fin Comment Process
5. Form 8-K
- How to File Form 8-Ks for Compensatory Arrangements
- How to File Form 8-Ks for Incomplete Summary Compensation Tables
- How to File Form 8-Ks for Missed or Moved Annual Meetings
- How to File Form 8-Ks for Voting Results for the Annual Meeting
- How to File “Voluntary” Form 8-Ks (for Reg FD or Other Purposes)
- How to File Form 8-Ks for Departing Officers
- What’s the Difference Between “Restatements” & “Revisions” (“Big Rs” vs. “Little Rs”)?
- How to File Form 8-Ks for Auditor Changes
- How to File Form 8-Ks for Code of Ethics Amendments or Waivers
- How to File Form 8-Ks for Departing Directors
- How to File Form 8-Ks for New Directors
- How to File Form 8-Ks for Charter & Bylaw Changes
- How to Respond to Market Rumors
- The Hard Truth about Disclosure Committees
- How to Correct Form 8-K Mistakes
- How to File Form 8-Ks for Restructurings & Layoffs
- How to File Form 8-Ks for Bankruptcy or Receivership
- How to File Form 8-Ks for Private Placements
- How to File Form 8-Ks for Private Debt or Off-Balance Sheet Arrangements
- How to File Form 8-Ks for Delistings & Non-Compliance Notices from the Stock Exchanges
- How to File Form 8-Ks for Material Impairments of Assets
- How to File Form 8-Ks for Unreliable Financials
- How to File Form 8-Ks for Regulation BTR “Blackout Periods”
- How to File Form 8-Ks for Terminated Material Agreements
- When Do You File a “Material Contract” With the SEC?
- How to File Form 8-Ks for New or Amended Material Definitive Contracts
- How to File Form 8-Ks for New Senior Officers
- How to File Form 8-Ks for Earnings Releases
6. Special Disclosure Issues
- How to Handle the NYSE’s “Annual Written Affirmation”
- What Type of SEC Filer Are We? WKSI, Large Accelerated, Accelerated or Non-Accelerated?
- How to Obtain a “WSKI Waiver”
- What’s the Difference Between “Filing” v. “Furnishing” With the SEC?
- Who Is Hiring Private Investigators to Check Out Your CEO?
- The State of Cybersecurity Disclosures
- The Accountants vs. The Lawyers
- What is “Incorporation by Reference”?
- Do We Have to Disclose the CEO is Sick? 9 Things to Consider
- 5 Things to Consider When Changing Your Company’s Fiscal-Year End
- 5 Things to Do With Your SEC Filings When You Change a Company’s Name
- How to Respond to Market Rumors
- 5 Reasons Why the Forward-Looking Safe Harbor Confounds
- The Hard Truth about Disclosure Committees
7. Section 16
- How to Draft “Section 16 Delinquencies” Disclosure for the Proxy
- Is My Form 3 Considered “Delinquent” Because I Can’t Get the SEC’s Edgar to Accept My Form ID?
- How to Determine Whether to File a Form 5 with the SEC
- How to Fix Form 4 Errors
- What is a “Form 4”?
- 5 Things to Know About Power of Attorneys for Section 16 Filings
8. Regulation FD
- Reg FD & Annual Shareholder Meetings
- Reg FD & Investor Meetings With Directors
- Reg FD & the Proxy Advisors
- How to File “Voluntary” Form 8-Ks (for Reg FD or Other Purposes)
- Reg FD & Correcting Analysts
- Reg FD & Government Officials
- Reg FD & Low-Level Employee Leaks
- Reg FD & Talking to Your Customers
- Reg FD & Venture Capitalists
- Reg FD & Dealing With Rumors
- Reg FD & Letters of Intent
- Reg FD & Talking to the Media (to Journalists, the Press)
- Is Reg FD & Insider Trading Really the Same Thing?
- Reg FD & Private Conversations With Analysts
- Reg FD & Private Guidance Reaffirmations
- Reg FD & Private Meetings
- Reg FD & Investor Days / Presentations
- Reg FD & Reg FD Policies
- Why Does the SEC Bring So Few Reg FD Enforcement Actions?
- Reg FD & Social Media Use (Live Tweeting the Earnings Call)
10. How the SEC Works (Edgar, Rulemaking, Etc.)
- Is It “CDIs” or “CD&Is”?
- What’s the Structure of the SEC’s Division of Corporation Finance?
- Isn’t It Strange That the SEC Commissioners Rarely Meet?
- Everything You Ever Wanted to Know About the SEC’s “Commissioners”
- How Often Does the SEC’s Edgar Get Hacked?
- How Did the SEC’s “Edgar” Get Its Name?
- My “Wish List” for Fixes from the SEC
- The Subtle Beauty of the SEC’s “Going-Away” Parties
- The Joys of the SEC’s “Signing Board” Upon Departure
- How to File Video & Other Multimedia on the SEC’s Edgar
- How Do You “Withdraw” Your Confidential IPO Filing – the “Form DRS” – with the SEC?
- How Do You “Withdraw” a SEC Filing from Edgar?
- Should You (& How to) Submit a SEC Rulemaking Petition?
- How to Write a Comment Letter to the SEC on a Rulemaking
- Is the SEC Required to Approve Rules at Open Commission Meetings? Or Can It Act By Seriatim Instead?
- 18 Sources of SEC Guidance You Need to Worry About
- Is My Form 3 Considered “Delinquent” Because I Can’t Get the SEC’s Edgar to Accept My Form ID?
- Which Office Within Corp Fin Reviews My Company’s Filings?
- Why Are the Number of Corp Fin “’34 Act” Comment Letters Going Down So Much?
- Do We Postpone Our Earnings Call Because We Can’t File Our 8-K With the SEC Because Edgar is “Down”?
- How Do You Change Your Headquarter’s Address with the SEC?
11. Insider Trading Preclearance & Policies
- A Comprehensive Look at Insider Trading Policies: The Litigator’s Perspective
- Avoid Granting Options & RSUs During Blackout Periods
- Can Your Employees Trade in a Company’s Stock With Whom You’re Doing Business?
- Should You Remind Insiders When Each “Open Trading Window Period” Is?
- 5 Things About Disclosing SEC Enforcement Investigations
- How to Handle a FINRA Inquiry About Insider Trading
- 5 Ways Everyone’s Insider Trading Policy Stinks
- 5 Challenging Judgment Calls for Insider Trading Preclearance
- How to Scare Your Insiders So They Won’t Engage in Insider Trading
- How Does the SEC Catch Those Engaged in Illegal Insider Trading?
- Is Reg FD & Insider Trading Really the Same Thing?