Wilson Sonsini recently published a memo highlighting five key things you need to keep in mind when preparing your Form 10-K. Here’s an excerpt from the memo’s discussion of the need to refresh risk factor disclosures:

Risk factor updates should align with changes in other sections of the Form 10-K, including the Business section, MD&A, cybersecurity disclosures, and financial statement notes. If the company experienced an extraordinary event during the year, such as a merger, acquisition, significant divestiture, or other change in the business, it should consider whether updates to risk factors are needed to reflect the current state of the business. Hypothetical language in risk factors should be reviewed and updated to reflect actual developments and events, where applicable.

Other topics addressed in the memo include the need to refresh your MD&A disclosures, consider the implications of Staff comment letters, confirm your filer status, review your exhibit index, and carefully review your CEO and CFO certifications.

– John Jenkins