Overview
Master the 10-K and 10-Q provides step-by-step instructions and detailed analysis of Form 10-K and Form 10-Q, highlighting areas in which your company can implement or refine its disclosure controls and procedures in order to ensure accurate and timely filings. Like its counterparts Master the 8-K and Master the Proxy Statement, this guide draws on the expertise of author Gary M. Brown to deliver clear explanations, detailed guidance, and essential practice tips. Coverage includes:
- Filing procedures, deadlines, and extensions, and the impact of late filings
- Signature and certification requirements
- The “furnished” versus “filed” distinction
- Technical aspects of incorporation by reference
- Special rules for asset-backed issuers
- Exhibit requirements
This one-stop resource is enhanced with compliance practice pointers and more than a dozen appendices containing related forms, checklists, regulations, and SEC guidance.
Master the 10-K and 10-Q also provides up-to-the-minute guidance on the SEC’s 2023 rule (and proposed rule) changes and updated guidance, such as:
- New quarterly disclosures in both the Form 10-Q and Form 10-K regarding the adoption, modification, and termination, of Rule 10b5-1 trading arrangements and “non-Rule 10b5-1 trading arrangements” by directors, officers, and companies;
- “Clawback” disclosures—new check boxes on the Form 10-K cover, disclosures regarding recovery of excess incentive compensation, and a new requirement to file the company’s clawback policy as an exhibit to the 10-K;
- Cybersecurity disclosures (including the addition of Item 1C to Form 10-K);
- Disclosures about “close in time” option grant practices;
- Insider trading plans (applicable after 2024)—a new requirement for companies to file their insider trading policies as an exhibit to the Form 10-K (and, if they do not have such a policy, to explain why they do not); and
- Pending proposal to require disclosures relative to climate change in Forms 10-K and 10-Q.