Jenner & Block

Executive Breakfast Briefing Considers “Real Time” Reporting on SEC's New Form 8-K

Over 60 in-house general counsel and corporate executives attended a Jenner & Block and PricewaterhouseCoopers-sponsored Executive Breakfast Briefing on Tuesday that addressed the recent changes and additions to the Form 8-K filing requirements, which become effective next month.  Many have called the changes to be most significant rulemaking by the SEC in connection with the Sarbanes-Oxley Act of 2002.

Jenner & Block Partner William L. Tolbert, Jr., Co-Chair of the Firm’s Securities Practice and former Associate Director of the Division of Corporation Finance of the SEC; Warren G. Andersen, Assistant General Counsel at General Motors; and Kevin Maguire, a Partner at PricewaterhouseCoopers, served as panelists and provided their experience and insights to those preparing to deal with the form’s new focus on the “materiality” of  various events involving a corporation, and the required reporting of those events within four business days.

Jenner & Block Partners Jerry J. Burgdoerfer and Joseph P. Gromacki, both Co-Chairs of the Firm’s Securities Practice, began the program with an overview of the changes to the requirements of Form 8-K and some of the challenges that registrants will face in complying with the new rules when they become effective.  They then facilitated the ensuing panel discussion by asking the panelists a series of questions addressing real-world scenarios for the panel’s analysis, including how companies should handle the disclosure of transactions, such as acquisitions or divestitures of assets or companies, renewable and other types of contracts, credit facilities and related guarantees and other off-balance sheet items, and the limited protection of the SEC’s safe harbor provisions.

In addition, the panel discussed the challenges of maintaining appropriate internal controls and procedures and changes that may be merited as a result of the new current reporting requirements under the new Form 8-K.

Partner Robert S. Osborne, Chair of the Firm’s Corporate Practice, provided the briefing’s introductory remarks.