How to Update Your “Business” Section Disclosure

Our guests – Skadden Arps’ Brian Breheny, Microsoft’s Peter Kraus and American Express’ David Kanarek – discuss how to approach the “Business” section for the Form 10-K given the SEC’s recent regulation changes, including:

1. What now is required by the SEC?
2. Should you start your “Business” section from scratch entirely?
3. Who should be involved in deciding your approach going forward? Which senior managers, in-house business people, which lawyers, any directors?
4. How might you tweak any disclosures about business strategy?
5. How about governmental regulations?
6. How do you decide whether to keep older descriptions given that the 5-year lookback requirement has been removed?
7. Do you think companies will avail themselves of the option to link to previously-filed information rather than repeat it in a SEC filing?
8. Is there a need to coordinate any of these changes with the auditors? Any impact on/from MD&A or the financials?

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