Welcome to our new MD&A center.
In response to a reader request (yes, that’s right,
we read your comments and take them to heart!) we have gathered
together a variety of materials that you may find useful as
you draft or review MD&A’s. All of the references
cited here are available online, and we have provided appropriate
links. There are sources not mentioned here that might be
informative, but if we couldn’t find it online, we left
it out.
We hope to expand this center in the future,
but we need your help to do that. If you know of any helpful,
practical sources (SEC releases, speeches, law firm memos,
etc.) that we do not list below, please bring them to our
attention.
Commission Statements
Document |
Description |
| Securities
Act Release No. 8350 |
Interpretive release issued December 19, 2003 to give
guidance on MD&A |
| Securities
Act Release No. 8182 |
Rules on disclosure of off-balance sheet arrangements
and aggregate contractual obligations adopted January
28, 2003
|
| Securities
Act Release No. 8176 |
Rules on use of non-GAAP financial measures adopted
January 22, 2003 |
| Securities
Act Release No. 8056 |
Commission’s statement about MD&A issued January
22, 2002, in response to a petition from the Big Five
accounting firms and the AICPA |
| Securities
Act Release No. 8040 |
Commission’s “cautionary advice”
regarding disclosure about critical accounting policies
issued December 12, 2001 |
| Securities
Act Release No. 7620
|
Segment reporting rules adopted January 5, 1999 |
| Securities
Act Release No. 7497 |
SEC plain English rules adopted January 28, 1998 |
| A
Plain English Handbook: How to Create Clear SEC Disclosure
Documents |
Created by the SEC to accompany plain English rules |
| Securities
Act Release No. 6835 |
Interpretive release issued May 18, 1989, to give
the Commission’s views on certain MD&A-related
disclosure matters |
Statements from the Division of Corporation
Finance
Commission Speeches
|
Speaker
|
Date
|
Description |
| Alan Beller |
May 18, 2004 |
Summarizes SEC views on "the process by which
registrant's draft their MD&A,
the presentation of MD&A, and the content of MD&A." |
| Cynthia
Glassman |
September 16, 2003 |
Companies should use their MD&A “to disclose
important matters not reflected in the financial statements” |
| Cynthia
Glassman |
April 10, 2003 |
Discussing “how companies can make better use
of the MD&A to inform investors, and also clarify
problems possibly caused by GAAP accounting.” |
| Alan
Beller |
April 10, 2003 |
Discusses improving disclosure regarding cash flow and
liquidity |
Commission Enforcement Actions
|
Defendant |
Release and Date |
Violation(s) |
| Edison
Schools, Inc. |
Release No. 34-45925, May 14, 2002 |
Material omissions and misstatements in disclosure,
lack of adequate internal controls, inaccurate books and
records |
| Sony
Corporation and Sumio Sano |
Release No. 34-40305, August 5, 1998 |
Misleading disclosure regarding poorly performing business
unit |
| Bank
of Boston Corp. |
Initial Decision Release No. 81, December 22, 1995 |
Failure to disclose material facts and known trends
and uncertainties concerning the deterioration of its
loan portfolio which the company reasonably could expect
would have a material unfavorable impact on its financial
condition and results from operations. |
| In
the Matter of Gibson Greetings, Inc., Ward A. Cavanaugh,
and James H. Johnsen |
Release No. 34-36357, October 11, 1995 |
Failure to disclose material facts and known trends
and uncertainties concerning derivatives, lack of adequate
internal controls, inaccurate books and records
|
Law Firm Memos Available on realcorporatelawyer.com
Firm |
Date
|
Title |
Kirkland & Ellis LLP
|
February 25, 2004 |
SEC
Issues Additional Guidance Regarding MD&A |
| Sullivan and Worcester |
February 17, 2004 |
SEC Issues
Interpretive Guidance on MD&A |
| Covington & Burling |
February 13, 2004 |
The SEC’s
New MD&A Interpretive Release |
| Covington & Burling |
February 12, 2004 |
The
SEC’s New MD&A Interpretive Release |
| Mayer, Brown, Rowe & Maw LLP |
February 9, 2004 |
2004
Annual Update for Form 10-K and Proxy Statement Preparation |
| Paul, Weiss, Rifkind, Wharton, and Garrison |
February 2, 2004 |
SEC
Issues Further Guidance on MD&A |
| Kirkland & Ellis LLP |
February 2004 |
SEC
Issues Additional Guidance Regarding MD&A |
| Mayer, Brown, Rowe & Maw. |
January 15, 2004 |
The
SEC's Interpretive Release on MD&A |
| Morrison & Foerster. |
January 12, 2004 |
SEC
Issues MD&A Guidance for 2004 |
| Mayer Brown Rowe & Maw |
January 11, 2004 |
The
SEC’s Interpretive Release on MD&A |
| Sullivan & Worcester |
January 2004 |
SEC
Issues Interpretive Guidance on MD&A |
| Paul Weiss |
January 2004 |
SEC
Issues Further Guidance on MD&A |
| Morrison & Foerster |
January 2004 |
SEC
Issues MD&A Guidance for 2004 |
| Alston
& Bird LLP |
December 29, 2003 |
Securities
Law Advisory SEC Issues Interpretive Release Regarding
MD&A Disclosure |
| Alston & Bird |
December 23, 2003 |
SEC
Issues Interpretive Release Regarding MD&A Disclosure |
| Akin Gump |
February 11, 2002 |
Securities
and Exchange Commission’s Actions Regarding MD&A |
| Katten Muchin & Zavis |
February 2002 |
New
Focus on MD&A Disclosure Needed in Post-Enron Environment |
Latham & Watkins
|
January 2002 |
SEC
Increases MD&A Disclosure Requirements in Wake of
Enron |
You also may find useful information in the
memos offered in the following sections of our SEC Reform
Portal:
#2: Final
Rules: Non-GAAP Financial Information
#4: Final Rules: Off-Balance
Sheet Disclosure
#23: Preparation of Periodic
Reports
#30: Critical Accounting Policy
Disclosure in MD&A
|
