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Sk Legal Proceedings

Requires disclosure of all elements relating to the ongoing judicial proceedings, including the name of the court or authority before which the proceedings are pending, the date, the authorities initiated, a description of the facts on which the proceedings are alleged to be based and the appeal sought. Similar information should be included for procedures that are known to be taken into consideration by government authorities. (2) All significant proceedings in which a director, officer or affiliate of the registrant, registered owner or beneficiary of more than five per cent of a class of voting securities of the registrant, or a partner of that director, officer, affiliate of the registrant or security holder is a party to the registrant or a member of the registrant. subsidiaries or a substantial interest pursued by the registrant or one of its subsidiaries; This client alert was created by Tucker Ellis LLP for use by our clients. Although it was created by professionals, it should not be used as a substitute for legal advice in certain situations. Readers should not respond to the information contained in this document without professional advice. While in law school, Garrett worked as a law clerk at a biopharmaceutical company focused on developing cancer treatments. In this role, he implemented a globally compliant data protection program and helped assess and. (b) The procedures do not require information under this section: In addition, amended section 103 allows licensees to choose a different threshold that they reasonably consider designed to result in the disclosure of significant environmental processes, provided that the threshold is the lower of $1 million or one percent of the registrant`s working capital. subsidiaries on a consolidated basis. The different thresholds (including changes) must be disclosed in each annual and quarterly report.

26. In August 2020, the Securities and Exchange Commission (“SEC”) passed amendments (the “adoption release”) to modernize the disclosure requirements for business description (Section 101), litigation (Section 103) and risk factors (Section 105) that publicly traded companies must comply with under Regulation S-K. The final amendments are essentially in the same form as the one proposed in August 2019 (the “Proposed Disclosure”) and are intended to simplify disclosure requirements and promote flexibility and disclosure requirements based on company-specific principles rather than a more stringent disclosure system. The changes are summarized below and will be effective 30 days after they are posted in the Federal Register. While the changes have not yet been published in the Federal Register due to historical practice, we expect the changes to take effect before the end of October. 26. In August, the SEC voted to adopt amendments to modernize the business description (Section 101), litigation (Section 103), and disclosure of risk factors (Section 105) that registrants must make under Regulation S-K. The changes reflect the SEC`s continued evolution toward a principles-based, registrant-specific approach to disclosure. (2) This is primarily a claim for damages if the value of the claim, excluding interest and costs, does not exceed 10% of the current assets of the registrant and its subsidiaries on a consolidated basis. However, where a proceeding raises roughly the same questions of law or fact as other known ongoing or planned proceedings, the amount of that other proceeding shall be included in the calculation of that percentage. Current item 103 requires disclosure of all material legal proceedings (other than routine transaction-related litigation) to which the registrant or a subsidiary is a party or to which part of its assets is subject.

Unlike the other proposed amendments, the SEC took a prescriptive approach to revising Section 103 because litigation poses an inherent risk to the operation of a business and, therefore, industry differentiation is not an issue. Section 103 currently requires disclosure of all documents pending in legal proceedings, with the exception of ordinary routine litigation relating to the transaction involving or holding a company or one of its subsidiaries. Disclosure is also required for essential procedures known to be considered by government agencies. Subject to certain exceptions, disclosure is not required for negligence or other claims normally arising out of a company`s business, unless such proceedings differ from the normal nature of such actions, or for proceedings that primarily involve a claim for damages where the amount, excluding interest and costs, does not exceed 10% of a company`s current assets. Information required under Section 103 may overlap with information required by U.S. GAAP, resulting in duplication of information (although the dollar threshold in Section 103 generally does not require disclosure of procedures in many cases where disclosure would be required under U.S. GAAP). The amendments revise item 103 to allow for the necessary information by establishing hyperlinks or cross-references to disclosure of legal proceedings elsewhere in the filing, such as in the notes to the financial statements.