As we do each year, we offer our observations on new
developments and recommended practices to consider in preparing the
Annual Report on Form 10‑K. In particular, given the U.S.
Securities and Exchange Commission's (the "SEC")
latest enforcement actions and recent adoption of amendments
impacting disclosures in Form 10‑K,1 there are a number
of important substantive and technical considerations that
registrants should keep in mind when preparing their 2019 Forms
10‑K.
I. Substantive Considerations
A. Management's Discussion &
Analysis
As discussed in our prior client alert,2 registrants that
provide financial statements covering three years in their public
filings are no longer required to include in the Management's
Discussion and Analysis ("MD&A") section a discussion
of the earliest year if: (i) such discussion was already included
in any other of the registrant's prior filings that required
compliance with Item 303 of Regulation S‑K; and (ii)
registrants
