SEC Staff Provides Guidance on Amended Public Company Reporting Requirements

In a newly issued FAQ, SEC staff clarified the "description of business, legal proceedings, and risk factor disclosures" under recently adopted amendments to public company reporting requirements. The new FAQ refers to amendments to Regulation S-K Items 101 ("Description of business"), 103 ("Legal proceedings") and 105 ("Risk factors") (see previous coverage).

Among other things, SEC staff stated:

• if a registrant has a Registration Statement on Form S-3 effective prior to November 9, 2020 (the effective date of the amendments), prospectus supplements filed by the registrant are not required to comply with amended Items 101 and 103;
• amended Item 101 requires only that a registrant provide information in its Report on Form 10-K concerning business developments for the fiscal year covered by the report; and
• a registrant is not required to provide a full discussion of the development of its business pursuant to amended Items 101(a)(2) or 101(h) for filings other than an initial registration statement, provided that the registrant (i) gives an update regarding material developments in its business since the most recent registration statement or report that contains a full discussion, (ii) includes a working hyperlink to the registration statement or report that contains the full discussion and (iii) incorporates the full discussion by reference to the registration statement or report.