Once public, a company is subject to a continuously evolving landscape of disclosure and reporting requirements. Recent disclosure developments have addressed everything from executive compensation to cybersecurity. In addition, the prevalence of social media has made it such that a company must now consider not only the nuances of what to disclose but also how to deliver that disclosure. Is your company tweeting its earnings reports; are you using your corporate Facebook page to make Regulation FD disclosures? In this webinar our expert panel provides you with a high-level overview of key public company reporting and disclosure requirements, including the latest developments brought about by the Dodd-Frank Act, JOBS Act, FAST Act and, most recently, the SEC’s Disclosure Effectiveness Initiative, as well as provide you with tangible examples and practical advice on how to comply with the ever-changing means of delivering that disclosure. To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/public-company-reporting-2020/

1. 1

2. 2
Practical and entertaining education for
attorneys, accountants, business owners and
executives, and investors.

3. 3
Thank You To Our Sponsor

5. Disclaimer
The material in this webinar is for informational purposes only. It should not be considered
legal, financial or other professional advice. You should consult with an attorney or other
appropriate professional to determine what may be best for your individual needs. While
Financial Poise™ takes reasonable steps to ensure that information it publishes is accurate,
Financial Poise™ makes no guaranty in this regard.
5

6. Meet the Faculty
MODERATOR:
Vanessa Schoenthaler - Sugar Felsenthal Grais & Helsinger LLP
PANELISTS:
Alissa Parisi - K & L Gates LLP
Julia Vax - Arnold & Porter Kaye Scholer LLP
Craig Mordock - Titan Health & Security Technologies, Inc.
6

7. About This Webinar
Public Company Reporting
Once public, a company is subject to a continuously evolving landscape of disclosure and
reporting requirements. Recent disclosure developments have addressed everything from
executive compensation to cybersecurity. In addition, the prevalence of social media has
made it such that a company must now consider not only the nuances of what to disclose but
also how to deliver that disclosure. Is your company tweeting its earnings reports; are you
using your corporate Facebook page to make Regulation FD disclosures?
In this webinar our expert panel provides you with a high-level overview of key public
company reporting and disclosure requirements, including the latest developments brought
about by the Dodd-Frank Act, JOBS Act, FAST Act and, most recently, the SEC’s Disclosure
Effectiveness Initiative, as well as provide you with tangible examples and practical advice on
how to comply with the ever-changing means of delivering that disclosure.
7

8. About This Series
Securities Law Made Simple (Not Really)
The federal securities laws, made up of a interwoven collection of Congressional statutes,
rules and regulations promulgated by the Securities and Exchange Commission and federal
judicial precedent, play a ubiquitous role throughout a company’s life-cycle, relevant from the
first issuance of founder shares at organization, to the use of equity compensation to reward
and incentivize directors, employees and consultants, to offerings of equity and debt in
corporate finance transactions, to initial, secondary and alternative public offerings, in
mergers and acquisitions, strategic transactions and beyond. This webinar series of leading
securities law experts discusses both the fundamentals of the federal securities laws and the
latest developments in this ever-evolving area of law.
Each Financial Poise Webinar is delivered in Plain English, understandable to investors, business owners, and
executives without much background in these areas, yet is of primary value to attorneys, accountants, and other
seasoned professionals. Each episode brings you into engaging, sometimes humorous, conversations designed to
entertain as it teaches. Each episode in the series is designed to be viewed independently of the other episodes so that
participants will enhance their knowledge of this area whether they attend one, some, or all episodes.
8

9. Episodes in this Series
#1: Securities Law: An Overview
Premiere date: 5/14/20
#2: Private Offering Exemptions and Private Placements
Premiere date: 6/4/20
#3: Public Company Reporting
Premiere date: 7/16/20
9

10. Episode #3
Public Company Reporting
10

11. How Does an Issuer Become a Reporting Company?
• An issuer becomes subject to reporting obligations under Section 13(a) or Section
15(d) the Securities Exchange Act of 1934 by having a class of securities registered
under Section 12 or being subject to Section 15(d).
• This creates three general categories of reporting companies:
11

12. How Does an Issuer Become a Reporting Company?
• Securities Exchange Listing - Companies with securities listed on a national securities
exchange, such as the NYSE or NASDAQ (Section 12(b)).
 Company must register that class of securities under the Exchange Act by filing
application with exchange and a registration statement with SEC under Section
12(b).
 Applies to debt and equity registrations.
12

13. How Does an Issuer Become a Reporting Company?
• Size Thresholds - Companies that satisfy certain size thresholds (Section 12(g))
 Total assets exceeding $10 million and:
o For issuers that are not banks or bank holding companies, there are 2,000
or more record holders of that class of equity securities or 500 persons
who are not accredited investors; or
o For banks and bank holding companies, there are 2,000 or more record
holders of that class of equity securities.
 Applies to equity securities only.
 Such company must file a registration statement under Section 12(g) of the
Exchange Act within 120 days after the last day of its first fiscal year in which it
exceeds the above thresholds.
13

14. How Does an Issuer Become a Reporting Company?
• Effective ’33 Act Registration Statement - Companies that have an effective ’33 Act
registration statement for debt or equity securities, even if securities are not listed on
an exchange (Section 15(d)):
 Section 15(d) companies are subject to current and periodic reporting only
(Forms 8-K, 10-Q and 10-K).
 Do not have to comply with other Exchange Act obligations (proxy and tender
offer rules, Section 16 reporting and short-swing profit restrictions and
Schedule 13 beneficial ownership reporting).
14

15. How Did the JOBS Act and the FAST Act Change the
Threshold and On-Ramp for Becoming a Reporting
Company?
• Final Rules adopted May 3, 2016 - implementing JOBS Act and FAST Act changes.
• “Backdoor” public company thresholds before the JOBS Act:
 $10 Million in assets and 500 shareholders of record.
15

16. How Did the JOBS Act and the FAST Act Change the
Threshold and On-Ramp for Becoming a Reporting Company?
• “Backdoor” public company thresholds after the JOBS Act:
 $10 Million in assets and 2,000 shareholders of record, including 500
“unaccredited” investors and excluding holders of compensatory equity awards,
with de-registration threshold remaining at 300 holders; or
 For banks and bank holding companies, $10 Million in assets and 2,000
equityholders of record, with de-registration threshold at 1,200 holders.
• FAST Act changed thresholds for savings and loan holding companies to match the
above.
16

17. How Did the JOBS Act and the FAST Act Change the Threshold
and On-Ramp for Becoming a Reporting Company?
• Other main benefits created by the JOBS Act for IPO on-ramp:
 New “Emerging Growth Company” – EGC – category;
 Confidential initial registration statement filing;
 Two, rather than three, years of audited financials;
 Scaled executive compensation disclosures;
 Opportunity for “testing the waters” before or after filing; and
 Other benefits, opt-outs and alternative treatments.
17

18. How Has the Definition of Smaller Reporting
Company Changed?
• Large accelerated filers:
 Public float of $700 million or more
• Accelerated filers:
 Public float of $75 million or more but less than $700 million
18

19. How Has the Definition of Smaller Reporting
Company Changed?
• Smaller reporting companies:
19

20. What are the Consequences of Becoming a Reporting
Company?
• Public disclosure duties - periodic reports (10-K, 10-Q, 8-K).
• Annual meeting process - proxy rules, stockholder proposals.
• Insider trading regulation - Rule 10b-5, Section 16 reports and short-swing trading.
• Investor communications - earnings releases, Regulation FD.
• SRO regulation - NYSE & Nasdaq listing standards.
• Williams Act - Schedule 13D/G, tender offer regulation.
• Other substantive regulations – Sarbanes-Oxley, Dodd Frank, FCPA.
20

21. What are Some of the Required Reports?
• Form 10-K - Annual Report;
• Form 10-Q - Quarterly Report;
• Form 8-K - Current Report;
• Schedules 14A and 14C - Proxy and Information Statements;
• Schedule 14-F - Information Statement for Change in Majority of Directors;
• Schedules 13D and 13G - 5% Beneficial Ownership;
• Forms 3, 4 and 5 - Section 16 Insider Reporting; and
• Schedule TO - Tender Offer Statements.
21

22. SEC Amendments and Proposed Ideas to Modernize
Disclosure
22
Rule
Summary Description of Amended
Rules
Regulation S-K, Item 303 and Form 20-F
Issuers will generally be able to exclude
discussion of the earliest of three years in MD&A
if they have already included the discussion in a
prior filing.
Regulation S-K, Items 601(b)(10) and
601(b)(2) and investment company
registration forms
Issuers will be able to omit confidential
information in material contracts and certain
other exhibits without submitting a confidential
treatment request to the SEC, so long as the
information is (i) not material and (ii) would
likely cause competitive harm to the issuer if
publicly disclosed.
Regulation S-K, Item 601(b)(10)
Only newly reporting issuers will be required to
file material contracts that were entered within
two years of the applicable registration statement
or report.

23. SEC Amendments and Proposed Ideas to Modernize
Disclosure
23
Rule
Summary Description of
Amended Rules
Regulation S-K, Item 601(a)(5) and
investment company forms
Issuers will not be required to file attachments
to their material agreements if such
attachments do not contain material
information or were not otherwise disclosed.
Regulation S-K, Item 102
Issuers will need to provide disclosure about a
physical property only to the extent that it is
material to the issuer.
Forms 8-K, 10-Q, 10-K,
20-F and 40-F
Issuers will be required to disclose on the form
cover page the national exchange or principal
U.S. market for their securities, the trading
symbol, and title of each class of securities.

24. SEC Amendments and Proposed Ideas to Modernize
Disclosure
24
Rule
Summary Description of Amended
Rules
Securities Act Rule 411(b)(4); Exchange Act
Rules 12b-23(a)(3), and 12b-32; Investment
Company Act Rule 0-4; and Regulation S-T
Rules 102 and 105
Issuers will no longer be required to file as an
exhibit any document or part thereof that is
incorporated by reference in a filing, but instead
will be required to provide hyperlinks to documents
incorporated by reference.
Forms 10-K, 10-Q, 8-K,
20-F and 40-F.
Issuers will be required to tag all cover page data in
Inline XBRL.
Regulation S-T Rules 102 105, 201, 202 and
311;
Form N-CSR; and investment company
registration forms
Investment companies will be required to file
reports on Form N-CSR and registration
statements and amendments thereto in HTML
format and provide hyperlinks to exhibits and
other information incorporated by reference.

25. What Kind of Executive Compensation Disclosure is
Required and in Which Reports?
• Part III of Form 10-K and Proxy Statement incorporation timing
• Who is covered: mainly, Named Executive Officers – based on total compensation
(Summary Compensation Table)
• What is covered: salary, bonuses, certain benefits and perquisites, equity awards
value and change of control or termination benefits - “all compensation must be
disclosed”
• What does it look like: CD&I, tables, narrative descriptions
• JOBS Act impact – scaled disclosure for EGCs, smaller reporting companies
25

26. What is a Corporate Report and When are they Filed?
• General
 Report intended to supplement recurring filing requirements when material
events occur that should be brought to prompt attention of investing public.
• Timing
 Company generally must file Form 8-K within four business days after
occurrence of reportable event.
 Form 8-K filed in accordance with SEC’s fair disclosure rules (Regulation FD)
must be filed in time frame specified under those rules.
 Company may voluntarily file Form 8-K upon occurrence of any event deemed
of importance to shareholders (no deadline).
 Don’t file late! Cannot use Registration Statement on Form S-3.
26

27. What is a Corporate Report and When are they Filed?
• Mandatory reportable items include:
 Entry into/amendment/termination of material definitive agreement not made in
ordinary course of business;
 Bankruptcy events;
 Mine safety events;
 Results of operations and financial conditions;
 Creation of, or acceleration or increase in, material, direct financial obligation or
obligation under off-balance sheet arrangement;
 Costs associated with exit plan activities;
 Material impairments to assets;
 Acquisition or disposal of assets not in ordinary course of business;
27

28. What is a Corporate Report and When are they Filed?
• Mandatory reportable items include:
 Change in control;
 Receipt of notice of delisting or failure to satisfy continued listing rule or
standard or transfer of listing from a exchange or inter-dealer quotation system;
 Non-reliance on financial statements or related audit report;
 Changes in certifying accountant;
 Unregistered sales of equity securities aggregating at least 1% of the
outstanding class;
 Material modifications to the rights of security holders;
 Departure of directors or principal officers;
 Election of directors other than by shareholder vote;
28

29. What is a Corporate Report and When are they Filed?
• Mandatory reportable items include:
 Appointment of principal officers;
 Certain amendments to charter or bylaws and changes in fiscal year;
 Temporary suspensions of trading under employee benefit plans;
 Amendment or waiver of Code of Ethics;
 Change in shell company status;
 Certain shareholder director matters for companies with proxy access
procedures;
 Shareholder voting results;
 Certain disclosures related to asset-backed securities; and
 Disclosures to satisfy Regulation FD.
29

30. What Does the SEC’s Process for Reviewing and
Commenting on Disclosure Entail?
• Regular review by SEC – some level of review every 3 years (SOX mandate).
• SEC discretionary review triggers – new registrants, outliers, largest companies.
• Full review vs. limited scope review.
• Public availability of SEC comments and issuer responses.
• Areas of focus – MD&A, exec comp, segment reporting, goodwill, risk factors.
30

31. What Does the SEC’s Process for Reviewing and
Commenting on Disclosure Entail?
• Best practices:
 Coordination of players (management, board, auditors, counsel);
 Careful analysis of comments and tailored response;
 Escalation process – use wisely and appropriately;
 Confidential treatment – Rule 83; and
 Choose your battles wisely.
31

32. What are Some Topics that Should be on Your Radar?
• Board diversity initiatives (California’s S.B. 826).
• Pay ratio disclosure.
• Possible amendments to Rule 10b5-1 (Promoting Transparent Standards for
Corporate Insiders Act)
32

33. About the Faculty
33

34. Vanessa Schoenthaler - vschoenthaler@sfgh.com
Vanessa Schoenthaler is a partner in the New York office of Sugar Felsenthal Grais & Helsinger. She focuses
her practice on corporate and securities matters with an emphasis on private and public securities transactions,
compliance and disclosure obligations and corporate governance matters. Her clients rely on her deep
experience navigating the complexities of both the public and private securities regulatory environment.
Vanessa's corporate finance experience ranges from advising investors and development stage companies in
early round financings to representing issuers and intermediaries in registered and exempt offerings of equity
and debt securities. She has worked with foreign and domestic issuers on matters such as periodic and ongoing
disclosure obligations, corporate governance practices, exchange listing standards, joint ventures, equity
compensation arrangements, ESOP transactions and mergers, acquisitions and dispositions.
Vanessa counsels foreign and domestic sponsors, private funds and investment managers with regard to
formation and operation, investment adviser registration, and periodic and ongoing disclosure obligations. She
also guides her clients in structuring investments, compliance with regulatory requirements (including under
Section 13, Section 16 and Rule 144) and addressing insider trading issues.
.
34
About The Faculty

35. Alissa Parisi - alissa.parisi@klgates.com
Alissa Parisi is a partner in K&L Gates’s Corporate/M&A practice group and resides in the Washington, DC
office. Ms. Parisi advises clients on a full range of corporate, securities, governance and compliance matters.
Ms. Parisi has significant experience in advising boards and executive management on complex business
and operational matters, including in the areas of risk assessment, implementation of governance initiatives
and alignment of corporate strategy to achieve corporate goals. She also acts as corporate counsel for
companies, advising on a host of general corporate matters, including fiduciary duties, management
transitions, relationships with shareholders and effective approaches to the changing regulatory environment.
Ms. Parisi advises companies on compliance matters relating to the SEC, NYSE, Nasdaq, state regulators
and other authorities. Her compliance experience includes preparing of SEC reports, advising with respect to
the timing and substance of disclosure of material events and counseling with respect to shareholder
meetings. Ms. Parisi also represents publicly and privately held entities in merger and acquisition
transactions. She has broad experience in representing clients in the structure, negotiation, diligence and
documentation of transactions ranging from several million dollars to several billion dollars. Ms. Parisi serves
as co-chair of the Women in the Profession Committee and the Associate Development Committee.
35
About The Faculty

36. About The Faculty
Julia Vax - julia.vax@arnoldporter.com
Julia Vax focuses her practice on corporate and securities laws in representing emerging growth
and public companies, primarily in the life sciences and technology sectors, from formation and
early-stage capital raising to publicly traded entities. Ms. Vax has advised clients in the
biopharmaceutical, genomics, medical device, diagnostics, Internet and digital media, software, IP
telephony, telecommunications and financial services sectors in all aspects of their corporate
development and in connection with a broad range of financing and strategic transactions. Ms. Vax
has extensive experience in IPOs, Rule 144A transactions, shelf registrations, private placements,
including PIPE transactions and venture capital financings, as well as in executive compensation,
corporate governance and SEC reporting and compliance for public companies. She has been
involved in numerous public and private financing transactions representing companies, investors,
underwriters and placement agents. Ms. Vax is a faculty member at the Center for International
Legal Studies and has taught US corporate securities laws at the University of Tartu, Estonia,
School of Law, as a Visiting Professor in the Fall 2017.
36

37. About The Faculty
Craig Mordock - cmordock@titanhst.com
Craig is General Counsel of Titan Health & Security Technologies, Inc., a California-based tech company
providing a emergency alert, telemedicine and mass notifications system for businesses, governments and other
large institutions. He has practiced for over 25 years as a corporate/securities lawyer focusing on private and
public securities offerings, corporate governance, and mergers and acquisitions. His corporate finance
experience ranges from representing venture capitalists, institutional investors, and start-up companies in early-
stage financings to representing issuers and investment banks in public offerings of equity and debt securities.
He advises purchasers and sellers of companies in a variety of industries, including software, communications,
semiconductors, life sciences, renewable energy, consumer products, and financial services. Craig has
extensive experience representing public companies in connection with disclosure and compliance matters
under the Securities Act of 1933 and the Securities Exchange Act of 1934 and provides general corporate and
business counseling to several privately held companies. He regularly counsels boards of directors and board
committees in connection with their duties under state and federal law as well as their compliance with the rules
of self-regulatory organizations such as the New York Stock Exchange and NASDAQ. Craig has been a speaker
at numerous conferences on securities and corporate governance matters and has published articles on various
topics in these areas.
37

38. Questions or Comments?
If you have any questions about this webinar that you did not get to ask during the live
premiere, or if you are watching this webinar On Demand, please do not hesitate to email us
at info@financialpoise.com with any questions or comments you may have. Please include
the name of the webinar in your email and we will do our best to provide a timely response.
IMPORTANT NOTE: The material in this presentation is for general educational purposes
only. It has been prepared primarily for attorneys and accountants for use in the pursuit of
their continuing legal education and continuing professional education.
38

39. About Financial Poise
39
Financial Poise™ has one mission: to provide
reliable plain English business, financial, and legal
education to individual investors, entrepreneurs,
business owners and executives.
Visit us at www.financialpoise.com
Our free weekly newsletter, Financial Poise
Weekly, updates you on new articles published
on our website and Upcoming Webinars you
may be interested in.
To join our email list, please visit:
https://www.financialpoise.com/subscribe/