December 28, 2020

SEC Updates Volume 1 of Filer Manual

A couple of weeks ago, the SEC announced revisions to Volume 1 of the EDGAR Filer Manual. Volume 1 of the Filer Manual is the manual that provides general information about electronic submissions on EDGAR, including the requirements for becoming an EDGAR filer. The updates clean up outdated information and also include a couple of changes intended to simplify things. Among the updates are changes allowing those submitting EDGAR access requests to use electronic notarizations and remote online notarizations, which include electronic signatures, in addition to manually signed notarizations. The SEC also amended Rule 10 of Regulation S-T to remove the manual signature requirement for Form ID notarization.

Along with those changes, the SEC also relocated some basic instructions and technical explanations previously found in Volume 1 of the Filer Manual to the more user-friendly EDGAR – Information for Filers webpage found on the SEC’s website. Among other things, these instructions cover questions relating to preparing and submitting a Form ID application, updating company information and correcting, withdrawing or deleting a filing.

Vaccines: Possible Risk Factor for Some Companies

With distribution of vaccines underway, there’s increased hope that the other side of the pandemic will come and a recent Intelligize blog discusses whether some companies should consider the vaccines as a risk factor. As many adjusted to working from home, many took advantage of online services – the blog mentions Zoom, Netflix and DoorDash as examples. But, once the lockdown is over, consumer preferences could change – the blog notes that people may prefer to go out to eat rather than having dinner delivered. Zoom’s most recent Form 10-Q included this risk factor and for companies positively impacted by the pandemic, it may be worth considering the need to include something similar:

We may not be able to sustain our revenue growth rate in the future.

We have experienced significant revenue growth in prior periods. You should not rely on the revenue growth of any prior quarterly or annual period as an indication of our future performance. We expect our revenue growth rate to generally decline in future periods. Many factors may contribute to declines in our growth rate, including higher market penetration, increased competition, slowing demand for our platform, especially once the impact of the COVID-19 pandemic tapers, particularly as a vaccine becomes widely available, and users return to work or school or are otherwise no longer subject to shelter-in-place mandates, a failure by us to continue capitalizing on growth opportunities, and the maturation of our business, among others. If our growth rate declines, investors’ perceptions of our business and the trading price of our Class A common stock could be adversely affected.

More on “Proxy Season Blog”

We continue to post new items on our blog – “Proxy Season Blog” – for members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply entering their email address on the left side of that blog. Here are some of the latest entries:

– SV 150 and S&P 100 Proxy Season Recap

– Nuggets from BlackRock’s Voting Guideline Updates

– Vanguard Engagements: Focus on Board & Workplace Diversity

– Glass Lewis Expectations for Proxy Disclosure

– More Big Investors Want “Climate Action”

– Lynn Jokela