In her recent Review of Securities & Commodities Regulation article, Goodwin partner Folake Ayoola explains that registration statements and periodic reports filed under the Securities Act of 1933 and Securities Exchange Act of 1934 are required to include a section on Management’s Discussion and Analysis of Financial Condition and Results of Operations (commonly known as MD&A). Investors are focused on MD&A as they look to understand management’s narrative explanation of the financial conditions, results of operations, future trends and uncertainties, and other statistical data, making this an area that also frequently gets the attention of the U.S. Securities and Exchange Commission (SEC) staff. Enforcement and comment trends as well as regulatory guidance demonstrate the SEC’s continued focus on MD&A. This article discusses the issues most frequently raised by the SEC staff and offers guidance to assist companies in preparing MD&A disclosure that is easier to follow and understand and providing information that more completely satisfies the SEC’s enunciated principal objectives of MD&A.
Read the full analysis: “Management’s Discussion and Analysis: A Guide to SEC Compliance and Best Practices” (The Review of Securities & Commodities Regulation)
This informational piece, which may be considered advertising under the ethical rules of certain jurisdictions, is provided on the understanding that it does not constitute the rendering of legal advice or other professional advice by Goodwin or its lawyers. Prior results do not guarantee similar outcomes.
