Count the time to report a director, officer, or accountant change
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- The tool lists the role, the person, the date of the notice or other occurrence, and the fourth business day. If that date is a Saturday, Sunday, or a holiday on which the Commission is not open, the four business days begin on, and include, the first business day thereafter. It does not write the report.
- What the lawyer must review
- Form 8-K and the SEC Division of Corporation Finance Compliance and Disclosure Interpretations on Exchange Act Form 8-K. General Instruction B.1 says that, unless otherwise specified, a report is filed or furnished within four business days after occurrence of the event. If the event occurs on a Saturday, Sunday, or holiday on which the Commission is not open for business, the four-business-day period begins to run on, and includes, the first business day thereafter. The form identifies Item 4.01 as Changes in Registrant's Certifying Accountant and Item 5.02 as Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. Question 101.01, answered 2 April 2008, says a triggering event within four business days before a periodic report may be disclosed in that report under Item 5 of Part II of Form 10-Q or Item 9B of Form 10-K, except events under Item 4.01 and Item 4.02, which must be reported on Form 8-K. Amendments to a previously filed Form 8-K are filed on Form 8-K/A. Interpretation 214.01 says Item 4.01 requires the issuer to request the former accountant to furnish a letter stating whether the former accountant agrees with the issuer's statements, and to indicate that fact if the former accountant declines. Interpretation 214.02 says it is not sufficient to report the accountant change only in a periodic report. Question 117.01, answered 26 June 2008, says that for a resignation, retirement, or refusal to stand for re-election reportable under Item 5.02(b), the obligation is triggered by a notice of a decision provided by the director, whether or not written, and whether or not conditional or subject to acceptance, and the disclosure specifies the effective date. No disclosure is required solely because of discussions or consideration. Interpretation 217.04 says Item 5.02(b) does not require a registrant to report the death of a director or listed officer. The lawyer decides whether the role is covered by Item 5.02 or Item 4.01 and writes the report.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Limit any support to organising, indexing or comparing the source material. The tool writes nothing that goes into the document. |
| Lawyer | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- Calculate operative dates independently from the current rule and actual triggering event. Check exceptions and record the verified deadline.
- Check the current court or regulator requirements, prescribed form and attachments for the intended document and filing.
- Verify the applicable jurisdiction and the version of each relevant law, rule or instrument in force at the material time.
- Confirm the output against the client’s instructions and the complete relevant source material, including omissions or contradictions.
- Resolve exceptions and record the responsible lawyer’s approval of the exact output and intended use.