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ARTICLE · 11 NOVEMBER 2020

Regulation S-K Transitional FAQs

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On November 5, 2020, the Staff of the SEC's Division of Corporation Finance provided guidance in the form of FAQs relating to the amendments to Regulation S-K Items 101, 103 and 105, which become effective on November 9, 2020.

United StatesCorporate/Commercial Law
Bradley Berman
Bradley Berman
Matthew Bisanz
Matthew Bisanz
Zhaochen Dai
Zhaochen Dai
J. Paul Forrester
J. Paul Forrester
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Anna T. Pinedo
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On November 5, 2020, the Staff of the SEC's Division of Corporation Finance provided guidance in the form of Frequently Asked Questions (FAQs) relating to the amendments to Regulation S-K Items 101, 103 and 105, which become effective on November 9, 2020.1

Many market participants already have begun the process of updating their Risk Factor section disclosures in order to add subheadings as well as to add a brief summary to the section. The FAQs address the obligation to update as follows:

(1) Question: A registrant has a Registration Statement on Form S-3 that became effective before November 9, 2020. If the registrant files a prospectus supplement to the Form S-3 on or after November 9, 2020, must the prospectus supplement comply with the new rules?

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