Regulation S-K Modernization: Corp Fin Issues Three Transitional FAQs
Yesterday, Corp Fin issued three FAQs to address transitional issues that companies have been wondering about in light of the recent amendments of Regulation S-K Items 101, 103 and 105, which are effective for filings made after today. Thanks to the Staff for addressing these questions — and it was also great that the SEC sent out a separate email showing exactly which interpretations had been added. Here are the topics that are covered:
Whether a Form S-3 prospectus supplement that’s filed after November 9th, relating to a registration statement that became effective before that date, has to comply with the new rules.
Whether new Item 101 requires companies to disclose info in the Form 10-K for more than the fiscal year covered by the report.
Whether a company must always provide a full discussion of the general development of its business in an annual report or registration statement that requires Item 101 disclosure.
-Liz Dunshee, TheCorporateCounsel.net November 6, 2020
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