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Master the 10-K and 10-Q (Second Edition)

Author(s): Gary M. Brown
Practice Area: Disclosure (Securities and other financial products), Form 10-K, Form 10-Q, Litigation, Regulation and compliance (Securities and other financial products), Securities and other financial products, Securities filings and financial statements, Securities litigation
Date: Feb 2021 i Other versions can be found in the Related Items tab.
ISBN: 9781402437977
PLI Item #: 316449
Master the 10-K and 10-Q is your guide to preparing and filing the SEC's annual Form 10-K and quarterly Form 10-Q, as required by the Exchange Act of 1934. Like its counterparts in our SEC Compliance and Disclosure series, Master the 8-K and Master the Proxy Statement, this step-by-step guide draws on the expertise of author Gary M. Brown to deliver clear coverage that highlights areas in which your company can implement or refine its disclosure controls and procedures in order to ensure accurate and timely filings. Key topics include:
  • Up-to-the-minute guidance on the SEC's 2020 rule changes designed to modernize and simplify disclosure requirements
  • Filing procedures and deadlines
  • Signature and certification requirements
  • Filing extensions
  • The impact of late filings
  • The "furnished" versus "filed" distinction
  • Technical aspects of incorporation by reference
  • Special rules for asset-backed issuers
  • Exhibit requirements
This standalone guide provides detailed analysis of both forms, as well as their related potential disclosure items, and is enhanced with compliance practice pointers and more than a dozen appendices containing related forms, regulations, and SEC guidance – everything you need to Master the 10-K and 10-Q.
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Gary M. Brown is a partner with Nelson Mullins Riley & Scarborough LLP, where he concentrates his practice in securities, representation of public companies and corporate governance. Prior to joining Nelson Mullins in 2018, he had served for seven years as the Chief Executive Officer of a financial services firm that specialized in the life settlement market and which, during his tenure, acquired and managed life settlement portfolios with over $4 billion (USD) in face amount.

In his thirty-two years of private law practice, Gary has been recognized in both Best Lawyers in America and Chambers – America’s Leading Business Lawyers. In addition, he is an adjunct professor at the Vanderbilt University Law School where he teaches courses in corporate and securities law. He also served as general counsel to the Ethics and Compliance Officer Association (now known as the Ethics and Compliance Initiative), then the world’s largest group of ethics and compliance professionals. 

Gary is a frequent instructor at securities programs for the Practising Law Institute, co-chairing one of PLI’s national securities programs, Understanding the Securities Laws and instructing at the SEC Reporting and Practice Skills Workshop for Lawyers

During 2002, Gary served as Special Counsel (Minority) to the United States Senate's Governmental Affairs Committee (and also worked with the Committee's Permanent Subcommittee on Investigations (“PSI”)) in its investigation into the causes of the collapse of Enron Corp.   During 2010, he was retained by PSI to assist in its investigation, “Wall Street and the Financial Crisis,” and related televised hearings.  While on those assignments, he provided advice on aspects of both the Sarbanes Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 as those pieces of legislation were being debated in the Senate.

Gary has authored numerous publications on securities and compliance issues, including PLI’s Securities Law and Practice Deskbook, which is updated semi-annually, and PLI’s Master the 8-K, Master the 10-K and 10-Q, and Master the Proxy Statement “Introduction to Life Settlements” in PLI’s treatise Financial Product Fundamentals. His other publications include: PLI’s Guide to the SEC’s New Executive Compensation Disclosure Rules (Practising Law Institute 2007); The Implications of the U.S. Sarbanes-Oxley Act, (Japanese-German Center-Berlin/ Max Planck Institute For Foreign Private and Private International Law – September 2004, The Oxford Press).