SEC Compliance Attorney
for Public Company Reporting
Public company reporting is not a clerical function. Every Form 10-K, 10-Q, 8-K, and proxy statement is a legal document that creates liability for the company and its officers and directors. The disclosure must be accurate, complete, and timely — and the consequences of getting it wrong range from SEC comment letters to enforcement actions to personal liability under the securities laws.
Fred Lehrer advises public companies on ongoing SEC compliance and reporting obligations. His nine years as an enforcement attorney in the SEC's Division of Enforcement provide direct insight into how the SEC evaluates disclosure quality, what triggers comment letters, and what patterns in public filings attract enforcement attention.
Public Company Reporting Calendar
| Form | Purpose | Deadline |
|---|---|---|
| Form 10-K | Annual report — financial statements, MD&A, risk factors, governance | 60–90 days after fiscal year end |
| Form 10-Q | Quarterly report — financial statements, MD&A, material developments | 40–45 days after Q1, Q2, Q3 |
| Form 8-K | Current report — material events (agreements, personnel, amendments, etc.) | 4 business days after triggering event |
| Proxy Statement | Annual meeting — director elections, executive compensation, shareholder votes | At least 40 days before meeting |
| Form 3 | Initial Section 16 report — insider ownership at time of becoming insider | 10 days after becoming insider |
| Form 4 | Section 16 transaction report — changes in insider ownership | 2 business days after transaction |
| Form 5 | Annual Section 16 report — transactions not previously reported | 45 days after fiscal year end |
| Regulation A Form 1-K | Annual report for Tier 2 Regulation A issuers | 120 days after fiscal year end |
SEC Compliance Legal Services
Annual and Quarterly Reports
Prepare and review Forms 10-K and 10-Q, including financial statement presentation, MD&A, risk factor analysis, and certifications. Advise on disclosure of material developments, related-party transactions, and changes in business condition.
Form 8-K Current Reports
Advise on Form 8-K triggering events, prepare current reports for material agreements, personnel changes, and other specified events, and counsel on the four-business-day disclosure deadline. The clock starts at the event date, not when management decides to disclose.
SEC Comment Letter Response
Analyze SEC staff comment letters, prepare complete and accurate responses, and manage the iterative review process. Comment letter strategy is informed by nine years of enforcement-side experience reviewing the same types of disclosure issues from the SEC's perspective.
Proxy Statements
Prepare annual meeting proxy statements, including director election disclosure, executive compensation tables, shareholder proposal responses, and related-party transaction disclosure. Advise on proxy solicitation rules and beneficial ownership reporting.
Section 16 Compliance
Advise officers, directors, and 10% shareholders on Section 16 reporting obligations, prepare Forms 3, 4, and 5, and counsel on short-swing profit recovery rules and the consequences of late filings.
MD&A Review
Review and strengthen Management's Discussion and Analysis sections to ensure they provide substantive narrative explanation of financial results rather than generic restatements of financial statement line items — the most common target of SEC comment letters on annual and quarterly reports.
SEC Compliance — Frequently Asked Questions
What are the ongoing reporting obligations for a public company?
Exchange Act reporting companies must file annual reports on Form 10-K within 60 to 90 days after fiscal year end (depending on filer status), quarterly reports on Form 10-Q within 40 to 45 days after each of the first three fiscal quarters, and current reports on Form 8-K within four business days of specified material events. Officers, directors, and 10% shareholders must file Section 16 reports on Forms 3, 4, and 5.
What triggers a Form 8-K filing?
Form 8-K must be filed within four business days of a broad range of material events, including entry into or termination of a material definitive agreement, bankruptcy or receivership, completion of an acquisition or disposition of assets, changes in the registrant's certifying accountant, departure or appointment of directors or principal officers, amendments to the articles of incorporation or bylaws, and changes in fiscal year. The four-business-day clock starts on the date the triggering event occurs, not when management decides to disclose it.
What is an SEC comment letter?
An SEC comment letter is a written communication from SEC staff to a registrant identifying disclosure deficiencies, requesting additional information, or challenging the characterization of the company's business or financial condition in a filed document. Comment letters are issued in response to registration statements, annual reports, quarterly reports, and proxy statements. Responses must be complete, accurate, and filed publicly on EDGAR.
What is MD&A and what are the disclosure requirements?
Management's Discussion and Analysis (MD&A) is a required section of annual and quarterly reports in which management discusses the company's financial condition, results of operations, liquidity, and capital resources. MD&A must provide a narrative explanation of the financial statements that enables investors to understand the company's financial condition and results from management's perspective. Generic or boilerplate MD&A is a frequent target of SEC comment letters.
What are Section 16 reporting requirements?
Section 16 of the Exchange Act requires officers, directors, and beneficial owners of more than 10% of a registered class of equity securities to report their ownership and changes in ownership on Forms 3, 4, and 5. Form 3 is filed within 10 days of becoming an insider. Form 4 is filed within two business days of a transaction. Form 5 is filed annually for transactions not previously reported. Late Section 16 filings must be disclosed in the company's proxy statement.
Request an SEC Compliance Consultation
Fred Lehrer advises public companies on ongoing SEC compliance and reporting obligations. Consultations are confidential and available by phone, video, or in person.
Request a ConsultationThe information on this page is for general informational purposes only and does not constitute legal advice. Viewing this page or contacting the firm does not create an attorney-client relationship. Legal services are available only where the attorney is admitted or otherwise authorized to practice.