SEC Form Check Toolkit | Practical Law

SEC Form Check Toolkit | Practical Law

Practical guidance and helpful resources for attorneys completing a form check of an SEC filing.

SEC Form Check Toolkit

Practical Law Toolkit w-020-4477 (Approx. 5 pages)

SEC Form Check Toolkit

by Practical Law Corporate & Securities
MaintainedUSA (National/Federal)
Practical guidance and helpful resources for attorneys completing a form check of an SEC filing.
A company planning to go public will have to prepare and file SEC forms in connection with its initial public offering and any subsequent follow-on offering of its securities. Upon becoming a reporting company, it will have an ongoing obligation to file periodic and annual disclosure reports, including its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and annual meeting proxy statements. While offering forms may be prepared by the issuer's counsel, periodic and annual disclosure forms are typically done internally by the company. Once there is an advanced draft of either an offering document or a periodic disclosure document, an attorney at the company's outside counsel may be asked to a perform a "form check." An attorney performing a form check is essentially making sure that the draft document complies with all the requirements set out in the applicable SEC form.
While the name "form check" makes this work assignment sound administrative in nature, when done correctly, a form check of an SEC filing is a highly challenging and substantive undertaking.
The SEC Form Check Toolkit provides a number of continuously maintained resources to help in-house and outside counsel prepare and review their SEC filings. Each Form Check Checklist lists the information generally required to be included in the filing. It notes the source of each requirement and lists relevant SEC guidance with which counsel preparing or reviewing the document should be familiar. Each Practice Note contains additional detailed information on the document to be filed on the applicable form.