January 4, 2021

Form 10-K: Don’t Forget to Update Your Cover Page!

Readers of The Corporate Counsel newsletter received updates on several important annual reporting items in the latest issue – including a reminder on changes to the Form 10-K cover page. Here’s more info:

The Form 10-K cover page is changing again. When the SEC adopted amendments to the “accelerated filer” and “large accelerated filer” definitions last spring, it added a check box to the cover pages of Annual Reports on Forms 10-K, 20-F and 40-F to indicate whether an internal control over financial reporting auditor attestation is included in the filing. The check box will need to be tagged using Inline XBRL, when applicable.

Here’s the SEC’s updated version of Form 10-K. We’ve also posted a Word version of the cover page in our “Form 10-K” Practice Area.

More on “Blue Sky: New York Now Requires Form D!”

Last month, I blogged that companies conducting Rule 506 offerings in New York need to file a completed Form D through the NASAA Electronic Filing Depository in order to notify the state. Danielle Benderly of Perkins Coie member wrote in to share this additional point:

While under these amended regulations New York is streamlining its requirements for an issuer selling its own securities to New York residents by requiring the issuer to file Form D alone, instead of as an attachment to Form 99, an issuer that files Form D in New York under these amended regulations is still registering as a dealer under New York law for itself, and registering as salespersons the officers, directors, principals or partners identified on the Form D, for a 4-year period – not just making a notice filing and paying a fee.

This article recommends that issuers consider making the Form D filing in NY for Rule 506(c) offerings – but not necessarily for Rule 506(b) offerings.

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Liz Dunshee