Tuesday, April 26, 2016

Legal proceeding disclosure under Regulation S-K Item 103

See the following handbook and Q & A on thecorporatecounsel.net


Disclosure “As of End of Period” or “Filing Date”

Question: Any thoughts or insight on whether the legal proceedings disclosure in a Form 10-K/
Form 10-Q must reflect developments that occurred in the proceeding after the end of the period
covered by the report?

Answer: While it is common practice to include post-period material developments to previously
disclosed proceedings, it is rare to disclose newly initiated proceedings in a Form 10-Q/K after the
period end. In other words, if a new proceeding arises between the period end for a report and the
time it is filed, it is not included.

topic # 1001
Legal Proceedings Disclosure As of End of Period or Filing Date
Last Post: 6/10/2005 5:15:33 PM
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Any thoughts or insight on whether the legal proceedings disclosure in a Form 10-K/Form 10-Q must reflect developments that occurred in the proceeding after the end of the period covered by the report?

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   6/10/2005 11:57:00 AM

RE: Legal Proceedings Disclosure As of End of Period or Filing Date
Most practitioners consider Item 103 to speak as of the date of filing, not end of period covered by the report.

If you read Item 103, it is not limited in its scope to the end of the period - and of course, it is always safer to include all material information in the 10-K/10-Q available to the company at the time of filing - particularly in the area of legal proceedings - to ensure that there was no material omission as to make the disclosure misleading or incomplete. This practice probably is even more important in this "real-time" disclosure environment.

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Broc Romanek, Editor, TheCorporateCounsel.net    6/10/2005 5:15:33 PM

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