Practising Law Institute

Practising Law Institute is a nonprofit learning organization dedicated to keeping attorneys and other professionals at the forefront of knowledge and expertise. PLI is chartered by the Regents of the University of the State of New York, and was founded in 1933 by Harold P. Seligson. The organization provides the highest quality, accredited, continuing legal and professional education programs in a variety of formats which are delivered by more than 4,000 volunteer faculty including prominent lawyers, judges, investment bankers, accountants, corporate counsel, and U.S. and international government regulators. PLI publishes a comprehensive library of Treatises, Course Handbooks, Answer Books and Journals also available through the PLI PLUS online platform. The essence of PLI’s mission is a commitment to the pro bono community, with over 98,000 program scholarships awarded in 2017.

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In this series of posts we are exploring examples of COVID-19’s impact on Form 10-Q disclosures for the first calendar quarter of 2020.  This fifth post draws examples from Clorox’s Form 10-Q for the third quarter, which ended on March 31, 2020. Clorox is an example of a company that has seen both positive and negative impacts from the pandemic, with the positive impact more or less outweighing the negative impact. In their Form 10-Q…
In this series of posts we are exploring examples of COVID-19’s impact on Form 10-Q disclosures for the first quarter of 2020.  This fourth post draws examples from Gap’s  Form 10-Q for their first quarter ended May 2, 2020. Gap, as do many retailers, has a January fiscal year-end.  As a result, their first quarter 10-Q includes more of the period where COVID-19 is disrupting their business. Gap’s financial statements present the facts surrounding the…
On June 23, 2020, in advance of quarter-two 2020 reporting, the CorpFin Staff issued Disclosure Guidance Topic 9A – Coronavirus (COVID-19) — Disclosure Considerations Regarding Operations, Liquidity, and Capital Resources to provide “additional views of the Division of Corporation Finance regarding operations, liquidity, and capital resources disclosures companies should consider with respect to business and market disruptions related to COVID-19”.  The new Disclosure Guidance Topic supplements Topic 9, which was issued in March 2020.…
On June 18, 2020, Alyson Claybaugh from Intelligize and George Wilson from SEC Institute are co-presenting a webinar for  the SEC Professionals Group about the SEC’s Disclosure Modernization and Simplification process and COVID-19 related disclosure challenges.  There is no cost for the program which also provides one hour of CPE credit. You can learn more about the webinar and the SEC Professionals Group here, including the special events they organize for members such…
In this series of posts we are exploring examples of COVID-19’s impact on Form 10-Q disclosures for the first quarter of 2020.  This third post draws examples from McDonald’s Form 10-Q for their first quarter ended March 31, 2020. In our earlier examples we saw two different approaches:             Starbucks, who put all COVID-19 disclosures in a single footnote, and             Alphabet, who included disclosures in individual notes. McDonald’s has included disclosures in individual notes…
Despite the disruption caused by COVID-19, the SEC has continued to move forward with its disclosure effectiveness program.  Along with its Final Rules in March which amended the definition of accelerated filerand the requirements of guarantor/guarantee financial statements, the SEC has now updated its guidance for information about business acquisitions and dispositions. On May 20, 2020, the SEC adopted a Final Rule updating the 30-year-old requirements for financial statements and proforma information about…
In our last post we started a series to explore examples of disclosures companies have made to address issues raised by COVID-19 in their first quarter 2020 Form 10-Q’s. This second example is from Alphabet’s Form 10-Q for the quarter ended March 31, 2020.  Unlike Starbucks, who put all their COVID-19 related financial statement disclosures in one footnote, Alphabet included disclosure as appropriate in relevant footnotes. First, here is an addition Alphabet made in their…
Now that first quarter 2020 Form 10-Q’s have been filed, companies have made COVID-19 disclosures addressing issues ranging from asset impairments to the CARES Act.  In this series of blog posts we hope to help you as you deal with the evolution of these disclosures by reviewing how some companies approached these challenging issues. This first example is from Starbuck’s Form 10-Q for the quarter ended March 29, 2020.  It is very lengthy.  The company…
On April 27, 2020 the SEC announced that its Investor Advisory Committee will hold a virtual meeting on May 4, 2020.  Discussions will focus on two major agenda items: Public company disclosure considerations in a COVID-19 pandemic context, and Public company shareholder engagement/virtual shareholder meetings in a COVID-19 pandemic context You can read the full agenda here. The meeting will be available via webcast and will also be archived for later viewing. As always,…