In 2020, the SEC issued new guidance on MD&A in light of COVID-19. The authors of this Securities & Commodities Regulation article discuss this guidance in detail, as well as recent amendments to Item 303 of Regulation S-K, and guidance on key performance indicators. They then turn to discussions of disclosure obligations relating to cybersecurity and the SEC’s focus on MD&A in comment letters.

Management’s discussion and analysis of financial condition and results of operations (MD&A) is a very important portion of a public company’s filings with the Securities and Exchange Commission, enabling investors to see the company through the eyes of management.  As such, companies should revisit their MD&A disclosure each time they prepare an SEC filing that requires it.  This is especially true at this time because of both the ongoing need to describe the various effects of the global outbreak of COVID-19, and recent rule changes and guidance impacting MD&A disclosure.

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