Two seasoned SEC Division of Corporation Finance alums will review not only the basic disclosure requirements of Management’s Discussion & Analysis (MD&A) and best practices, but also address recent SEC guidance, trends in Staff comment letters and important SEC enforcement actions related to MD&A disclosures. The discussion will cover current MD&A topics of interest such as:
- Inflation
- Cybersecurity
- Artificial Intelligence
- Key Performance Indicators (KPIs)
- Private Securities Litigation Reform Act (PSLRA)
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Forward-looking Statements and More
To update financial professionals on how to maintain meaningful and modernized MD&A within a constantly changing environment while also ensuring proper, thorough compliance.
SPEAKERS:
James Maloney, Partner, Gibson Dunn; Co-Chair Securities Regulation and Corporate Governance Practice Group; Formerly Special Counsel, SEC Division of Corporate Finance
David Korvin, Of Counsel, Gibson Dunn; Formerly Attorney, SEC Division of Corporate Finance
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Areas Closely Scrutinized
– Cybersecurity
– Crypto assets
– Artificial intelligence
– R&D expenditures
– Goodwill - Additional Non-GAAP Measures Relating to Regulation S-K Compliance
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Forward Looking Statements
– PSLRA/Bespeaks Caution Doctrine
– What to say/What NOT to say
– Early warning disclosures -
Trends in Staff Comment Letters
– Increasing letter volume
– Results of operations
– Key performance indicators
– Interest rates
– Liquidity and capital resources
– Critical accounting policies and estimates - Key Supreme Court Decisions
- Recent SEC/MD&A Enforcement Actions
- Areas Ripe for Change
• Understand the primary objective of the MD&A section under Item 303 of Regulation S-K
• Recognize the importance of cybersecurity disclosures in MD&A
• Understand the SEC's requirements for non-GAAP financial measures
• Identify the trends in SEC comment letters regarding liquidity and capital resources
• Identify the key elements required in forward-looking statements
• Understand the significance of critical accounting estimates in financial disclosures
• Recognize the SEC’s enforcement actions, such as the 2022 case against VMWare
• Comprehend the SEC's cybersecurity disclosure requirements