TheCorporateCounsel.net

Happy New Year! As Dave says, “For securities lawyers, every year is a roll-forward of the last one.” I take that to mean we get better every year – with incremental improvements & updates to our disclosures (and with any luck, ourselves). When it comes to your upcoming “risk factors” update, this White & Case memo identifies 6 key trends to consider:

– Cybersecurity

– Artificial Intelligence

– Macroeconomic Considerations: Uncertainty, Interest Rates and Inflation

– International Geopolitics

– Climate

– Internal Controls

In addition to considering whether the above developments have had – or are expected to have – a material impact on your company’s business, financial condition and operating results, now is also the time to make sure your existing risks are appropriately described. The memo shares these 5 drafting reminders:

– Avoid boilerplate disclosures

– Carefully Scrutinize Hypothetical Statements

– Review for Internal Consistency

– Update or Delete Risk Factors That Have Changed in Importance or Are No Longer Relevant

– Consider the order & organization of your risk factors, and don’t forget a “Risk Factor Summary” if your disclosure exceeds 15 pages

Check out the full memo for more color on each of these topics, as well as our “Risk Factors” Handbook and Practice Area for members.

– Liz Dunshee