Devoted to Corporate Attorneys, Corporate Lawyers, and Corporate Counsel

The following is not meant to be legal advice, and is provided for information only.

On January 9, 2007, Wilson Sonsini Goodrich & Rosati, PC gave a talk in Palo Alto, CA on the different types of financial filings for public companies. 

Speakers discussed the Form 10-K as a republishing of the registration statement.  It is easier to raise capital if this disclosure document is updated annually versus when a company is interested in selling stock.  It may be incorporated by reference and used for issuing stock. 

A Form 10-K should address unresolved Securities and Exchange Commission (SEC) staff comments and risk factors.  The risk factors in periodic filings are defenses when lawsuits occur.  At the end of each period, the attorney should ask why changes have occurred, and quantify the materiality.  Discussions on strategy are optional. 

In the annual report, the preparer should be aware of certain items that should be included outside of the Form 10-K.  When documents are filed with the SEC, there may be securities liabilities tied.  When documents are merely furnished, they will not incorporated as part of the company’s registration statements.