9410.2The requirements of section 5 of Form 20-F are as follows: 9410.6The requirement in section 5.C. of Form 20-F is the only requirement that is not directly related to the requirements of S-K 303. For research and development (R&D), disclosure must be made on Form 20-F of the R&D Guidelines for the last three years. (Last updated: 30.10.2020) In March and September 2008, the Corporate Finance Division sent explanatory letters to certain publicly traded companies that reported significant amounts of asset-backed securities, fair value or lower cost or fair value, as well as derivative assets and liabilities in their recent 10-K filings. The letters highlight disclosure issues related to ASC 820 and suggest information that companies can consider when preparing their MD&A. Full letters are available at www.sec.gov/divisions/corpfin/guidance/fairvalueltr0308.htm and www.sec.gov/divisions/corpfin/guidance/fairvalueltr0908.htm. [1] This guidance dated December 30, 2020 has been prepared by staff of the U.S. Securities and Exchange Commission as a “Small Entity Compliance Guide” pursuant to Section 212 of the Small Business Regulatory Enforcement Fairness Act of 1996, as amended. The guide summarises and explains the rules adopted by the Commission, but does not replace any provision itself. Only the rule itself can provide complete and definitive information about its requirements.
For simplicity, the following table summarizes the pro forma adjustment criteria set out in amended Article 11 with respect to pro forma financial reporting requirements. The Commission`s information forms are available on the Agency`s website at www.sec.gov/forms. “The changes we are making today demonstrate how the Commission can modernize its rules while strengthening investor protection, reducing compliance burdens and improving capital formation,” said SEC Chairman Jay Clayton. “This is another example of how our career employees are using their unparalleled experience and expertise to drive a pragmatic and effective modernization of our disclosure obligations.” The 9110.2 MD&A should not consist of generic or standard information. Rather, it should reflect the specific facts and circumstances of each licensee. S-K 303 is a “principles-based” disclosure requirement. It is intended to provide management with the flexibility to describe financial matters affecting the registrant. Under the amendments, rule 3-10 will continue to permit the omission of separate accounts of issuers and guarantors of subsidiaries if certain conditions are met and the parent company provides additional financial and non-financial information on issuers and/or guarantors of subsidiaries and guarantees. Similar to the current regime, the amended rule sets out the conditions that must be met to omit the separate accounts of issuers or subsidiary guarantors. New Rule 13-01 sets out the amended disclosure requirements that accompany it.
The amendments: 9520.2Staff may provide comments asking entities to explain the reasons for valuations that appear unusual (for example, exceptionally large increases in the fair value of the underlying shares in the run-up to the IPO). These comments are intended to produce an analysis that staff can review to help confirm the appropriate accounting for stock-based compensation, not to require changes to the information in the MD&A or elsewhere in the prospectus. [18] In the case of an acquisition or disposal of an entity for which the disclosure required by Form 8-K of Article 2.01 was (or was required to be filed) prior to the mandatory settlement date (or voluntary early settlement date, if applicable), but for which Rule 3-05 or Rule 3-14 Annual Financial Statements and pro forma financial information under Article 11 are not required to be filed (for example, in a Form 8-K of section 9.01) until after the mandatory compliance date (or after the voluntary anticipated compliance date, if applicable), the registrant must file the pro forma financial statements and financial information required by the applicable rules when section 2.01 Form 8-K was required to be filed. Press Release No. 33-8350 contained some suggestions for improving the MD&A. These suggestions included adding a general section on the MD&A, presenting key information at the beginning of the discussion, using headings, bullet points or tabular layouts to improve overall readability, and omitting information that is no longer essential or necessary. It should be noted that these proposals are not part of the requirements of S-K 303. (Last update: 30.06.2013) 9250.4Tabular publication of contractual obligations is required only once a year and not provisionally. If there are significant changes to the information in the table, they can be discussed in the narrative during the intervening period. 9410.1 Management`s Discussion and Analysis requirements are set out in Item 5 of Form 20-F under Operational and Financial Reports and Outlook (sometimes referred to as FROs).
This item requires the same information as S-K 303, so that the general objectives of the MD&A are consistent with those described above. NOTE: S-X 11-02(c)(2)(i) normally prohibits the disclosure of pro forma information for periods prior to the last fiscal year prior to the August 2007 acquisition (i.e., fiscal 2005 and prior years are prohibited). This prohibition differs from the example above, where the Company includes only pro forma information previously filed on Form 10-K 2007 for purposes of additional pro forma comparison. Staff would not disagree with the presentation presented in the example above, even if the pro forma information had not been filed previously (for example, in an IPO situation where the entity was not required to file pro forma information relating to the August 2007 acquisition; staff would consider what the entity`s pro forma disclosure requirement would have been if it had filed a registration statement at that time). .