Securities Regulation and Corporate Governance

:

Securities Regulation and Corporate Governance > Posts > Regulation S-K Amendments to Items 101, 103, and 105 to go Effective November 9, 2020
Regulation S-K Amendments to Items 101, 103, and 105 to go Effective November 9, 2020


The amendments to Items 101, 103, and 105 of Regulation S-K that were adopted by the SEC on August 26, 2020 (discussed in our previous client alert, available here) were published in the Federal Register today, October 8, 2020.  As a result, the amendments will go into effect on Monday November 9, 2020 (the first business day following 30 days after publication in the Federal Register).  November 9 is also the last day for calendar companies that are large accelerated filers or accelerated filers to file the Q3 10-Q. 

Despite some arguments that S-K Item 105 does not apply to Part II, Item 1A of Form 10-Q, pending any interpretive guidance from the SEC staff, registrants filing a Form 10-Q on or after November 9, 2020 that voluntarily repeat all their risk factors in each Form 10-Q should consider complying with Item 105's new requirements for risk factors.  This means that risk factors should be grouped under relevant headings and any risk factor discussion exceeding 15 pages should include a “a series of concise, bulleted or numbered statements that is no more than two pages" summarizing the principal risk factors.  ​


 ‭(Hidden)‬ Blog Tools


© Copyright 2018 Gibson, Dunn & Crutcher LLP.
Attorney Advertising. Prior results do not guarantee a similar outcome. All information provided on this site is for informational purposes only, does not constitute legal advice, is not confidential, and does not create an attorney-client relationship. Statements and content posted to this site do not represent the opinion of Gibson Dunn & Crutcher LLP ("Gibson Dunn"). Gibson Dunn makes no representations as to the accuracy, completeness, currentness, suitability, or validity of any information on this site and will not be liable for any errors or omissions therein, nor for any losses, injuries, or damages arising from its display or use.