Running a Public Company Disclosure Program: A Practical Guide

Document type: Guide Practice area: Business and Corporate — Securities Jurisdiction: United States (federal) Last reviewed: 5 September 2026

The disclosure function is a manufacturing process. It takes information from across a business, assesses it against a set of standards, and produces documents that a regulator, an auditor, and a plaintiff's lawyer will each read differently.

Like any manufacturing process, its quality depends on inputs and controls rather than on the skill of the person at the end of the line. A general counsel drafting a 10-Q from a blank page in week nine of the quarter is not running a disclosure program; she is compensating for the absence of one.

This guide describes the process that produces the documents, and the controls that make the certifications supportable.

PART ONE — THE INFRASTRUCTURE

Step 1: Charter the disclosure committee

Membership. The general counsel or securities counsel (usually chair), the CFO, the chief accounting officer or controller, the head of internal audit, the head of investor relations, the chief information security officer, and a senior representative from each significant business unit or function. The CEO is typically not a member but receives the output.

Charter contents:

• Purpose: to assist the certifying officers in fulfilling their responsibilities for disclosure controls and procedures.
• Membership and chair.
• Meeting cadence: before each periodic filing, and on call for 8-K events.
• Responsibilities: review draft filings; consider whether material information has been captured; review the sub-certification results; assess materiality of open items; consider 8-K triggers; review earnings releases and scripts; review guidance.
• Reporting: to the certifying officers before each filing, and to the audit committee at least annually.
• Documentation: minutes recording what was considered and decided.

The chair's real job is asking the question nobody else asks: what happened this quarter that is not in this document? Every meeting should include a round in which each member is asked directly.

Step 2: Build the sub-certification process

The officer certifications under Sarbanes-Oxley Section 302 are supportable only if information flows up from the people who have it.

Who signs. Business unit leaders, functional leaders (HR, IT, procurement, tax, treasury, legal, EHS), regional leaders, and the controllers of significant subsidiaries. In a mid-cap company this is typically 25 to 60 people.

What the questionnaire covers, for the period:

• Material contracts entered into, amended, or terminated.
• Litigation, claims, demand letters, and regulatory contacts, including informal ones.
• Government investigations, subpoenas, and inquiries.
• Accounting judgments, estimates, and any changes to them.
• Related-party transactions.
• Known deficiencies in internal control, and any fraud regardless of materiality.
• Any communication alleging improper accounting or disclosure.
• Significant customer or supplier developments, including losses, disputes, and concentration changes.
• Cybersecurity incidents and IT control issues.
• Employment matters that could be material — significant reductions, key departures, whistleblower reports.
• Anything the signer believes should be disclosed or brought to the committee's attention.

Process discipline that makes it real:

• Send it early enough that people can actually check.
• Require a "none" answer rather than permitting a blank.
• Follow up on every "yes" with a conversation, and document it.
• Follow up on suspicious "no" answers — a business unit with litigation last quarter and none this quarter warrants a call.
• Keep the completed forms; they are the evidence supporting the certification.

Step 3: Write and distribute the 8-K trigger protocol

A one-page document, distributed to everyone who might first learn of a triggering event, listing the events and the person to call.

Content:

The last row is the most useful line in the document, because it captures what a list cannot.

Distribution and training. Include it in new-hire onboarding for managers, refresh it annually, and make it part of the sub-certification package so signers see it four times a year.

The reason it matters: most 8-K items run from the event, not from when legal learned of it. A plant manager who waits a week to report an incident has consumed most of the deadline.

Step 4: Establish the materiality assessment process

For every close question, produce a short memorandum.

Contents:

• The facts, stated precisely — what happened, when, who knows.
• The quantitative analysis: dollar impact, percentage of relevant metrics, effect on trends and segments.
• The qualitative analysis: does it mask a trend, affect covenant compliance, concern a closely watched segment, involve management integrity, change a previously disclosed expectation, or relate to something the company has emphasized?
• The Basic probability-magnitude balance where the event is contingent.
• Whether any specific disclosure obligation is triggered — an 8-K item, a periodic report requirement, an update to a prior statement.
• The participants and the conclusion.

Write it contemporaneously. A memorandum produced two years later in response to a subpoena is worth very little. One written on the day, by counsel, showing careful consideration, is worth a great deal — including in demonstrating the absence of scienter.

PART TWO — THE RECURRING PROCESSES

Step 5: Run the quarterly close and filing process

A working timeline for a 10-Q, counting from quarter end:

Where this goes wrong: sub-certifications returned late; MD&A written from last quarter's document with numbers changed; risk factors not reviewed; and the disclosure committee meeting held after the draft is effectively final.

MD&A deserves specific attention. It is the section where enforcement risk concentrates, because it requires forward-looking discussion of known trends and uncertainties. Draft it fresh each quarter from the actual results and the actual known trends, and require someone to affirmatively confirm that every known material trend is addressed.

Step 6: Manage earnings and guidance

The earnings release. Furnished on Form 8-K under Item 2.02. Reconcile every non-GAAP measure to the most directly comparable GAAP measure, present the GAAP measure with equal or greater prominence, and explain why management believes the non-GAAP measure is useful. Non-GAAP presentation is a recurring source of comment letters.

The script. Written, reviewed by legal, and adhered to. Every forward-looking statement covered by the safe harbor language read at the top and repeated in the release.

The Q&A preparation. Anticipate the questions, prepare answers, and identify the questions the company will not answer. Rehearse the refusal. "We're not going to get into that level of detail" delivered smoothly is a non-event; delivered awkwardly, after a pause, it is a signal.

Guidance. Whether to give it is a business decision with legal consequences. If given:

• State the assumptions.
• Use the safe harbor language, with specific, current cautionary factors — stale risk factors do not satisfy the PSLRA safe harbor.
• Decide in advance what will trigger an update, and follow the policy.
• Recognize that affirming guidance you know you will miss is among the most dangerous things a public company can do.

After the call. The quiet period resumes. No selective elaboration on what was said.

Step 7: Administer Regulation FD

The policy:

• Designated spokespersons only. A short list, by name.
• Everyone else refers inquiries to investor relations, with a script.
• All investor and analyst meetings scheduled through IR, with a legal-reviewed materials pack.
• Two company people on every call, with notes taken.
• A quiet period before earnings, published to the market.
• No confirmation, correction, or directional commentary on estimates.
• Conference presentations webcast or with materials filed.
• Social media channels identified to the market in filings before they are used for disclosure.

The remediation protocol, written and distributed to spokespersons:

1. If you think something material may have been said, call the general counsel immediately — not after the meeting, not tomorrow.
2. Legal assesses within the day.
3. If a remediation is required, an 8-K is filed by the later of twenty-four hours or the opening of the next trading day.
4. Document the assessment either way.

Train annually, with real examples. The most useful training is a set of transcripts showing what a violation actually sounds like — it is rarely dramatic.

Step 8: Administer the insider trading policy

Coverage. Directors, officers, employees, and — for the most sensitive categories — family members and household members, plus entities they control.

The prohibitions. Trading while aware of material non-public information; tipping; and trading in the securities of customers, suppliers, and counterparties when in possession of material non-public information about them, which is the provision companies most often omit.

Windows and blackouts.

• A regular quarterly blackout, typically opening two business days after the earnings release and closing two to four weeks before quarter end.
• Event-specific blackouts, imposed by the general counsel on a named list, without explanation to those not on the list.
• Pension blackouts under Regulation BTR, with the required notice.

Pre-clearance. Required for directors, officers, and a designated group. The pre-clearance check should confirm: the window is open; the person is not on an event-specific blackout list; no Section 16(b) matchable transaction exists within six months before or after; and the person confirms in writing that they are not aware of material non-public information. Pre-clearance should expire — two to five business days is typical.

10b5-1 plans.

• Adopted only during an open window.
• Legal review of the plan before adoption.
• The certification required by the rule, executed and retained.
• A company-imposed cooling-off period at or above the rule's minimums.
• No overlapping plans; no more than one single-trade plan in twelve months.
• Modifications require legal approval and are treated as terminating the plan and adopting a new one, with a fresh cooling-off period.
• The company collects the information needed for its quarterly and annual disclosure obligations regarding plans.

Section 16 administration. A dedicated administrator; powers of attorney and EDGAR codes maintained; Form 4 filed within two business days; a calendar for Form 3 on appointment and Form 5 annually; and attention to non-obvious reportable events — option exercises, gifts, trust transfers, tax withholding, deferred compensation, and 401(k) transactions in company stock.

Annual training and certification for everyone covered, with a record.

PART THREE — WHEN SOMETHING GOES WRONG

Step 9: The first forty-eight hours

Whatever the problem — an accounting question, a whistleblower report, a regulatory inquiry, a leak — the first two days follow the same sequence.

Hour 1.

• Notify the general counsel. If the general counsel may be implicated, notify the audit committee chair.
• Do not begin an investigation before deciding who directs it and under what privilege.
• Do not delete anything, and do not tell anyone to.

Hours 1–8.

• Issue a litigation hold, broadly scoped, and suspend automatic deletion.
• Identify who knows, and put them on an event-specific trading blackout without explaining why to the rest of the company.
• Determine whether the earnings release or a filing is imminent, and whether it must be delayed.
• Notify the D&O carrier if a notice obligation may be triggered.

Hours 8–48.

• Decide who directs the investigation: management, the audit committee, or a special committee. The answer determines the credibility of everything that follows. If any member of senior management could be implicated, the audit committee should direct it and retain independent counsel.
• Scope the initial fact-gathering narrowly and quickly: what happened, over what period, involving whom, with what accounting or disclosure consequence.
• Assess whether an Item 4.02 non-reliance determination may be required, and understand that the four-business-day clock runs from the determination, which must be made without unreasonable delay.
• Brief the auditors. Delaying this rarely helps and often converts a problem into an independence issue.
• Prepare a holding statement in case of a leak.

Step 10: Restatements

The decision. Whether previously issued financial statements can no longer be relied upon is made by the board or the audit committee, on the advice of management and the auditors. Once made, Item 4.02 requires an 8-K within four business days.

The workstreams that run in parallel:

• The accounting analysis — scope, periods affected, amounts, and the corrected presentation.
• The internal control assessment — the deficiency that permitted it, whether it is a material weakness, and the remediation plan. A restatement almost always means a material weakness disclosure.
• The investigation — what happened and whether anyone acted improperly.
• The disclosure — the 8-K, the amended filings, the material weakness disclosure, and the revised certifications.
• The litigation preparation — a class action is likely; preserve everything and expect the investigation materials to be sought.
• Compensation — Sarbanes-Oxley Section 304 permits recovery of CEO and CFO incentive compensation received in the twelve months after a filing later restated due to misconduct, and exchange-mandated clawback policies apply more broadly.
• Covenants and contracts — credit agreements typically require timely delivery of compliant financials; a restatement can trigger a default.

Sequencing note. Filing the Item 4.02 8-K before the analysis is complete is normal and required. The 8-K says the financials cannot be relied upon; it does not have to say what the correct numbers are.

Step 11: Regulatory inquiries

On receiving a subpoena or a request:

• Litigation hold immediately, scoped to the request and broader.
• Determine whether it is informal, an investigation under a formal order, or a routine examination — the posture differs.
• Do not produce anything before counsel has reviewed the request and negotiated scope.
• Assess whether disclosure is required. An investigation is not automatically material, but it becomes so depending on scope, likelihood, and potential consequence — apply the Basic balance and document the assessment.
• Consider whether the audit committee should direct the response.
• Preserve privilege carefully, and decide the waiver question deliberately rather than by accident in a production.

The Section 307 obligation. Attorneys appearing and practicing before the Commission must report evidence of a material violation up the ladder — to the chief legal officer, and if the response is not appropriate, to the audit committee or the board. Know the standard before you are in the situation.

PART FOUR — THE ANNUAL CYCLE

Step 12: The disclosure calendar

Build one calendar covering everything, and review it quarterly.

Quarterly:

• Sub-certification distribution and collection.
• Disclosure committee meeting.
• Earnings release, script, and Q&A.
• Periodic report filing and certifications.
• Trading window open and close dates, published to covered persons.
• 10b5-1 plan activity collection for disclosure.
• Section 16 filing review.

Annually:

• 10-K, including a full risk factor rewrite — not an edit.
• Internal control assessment under Section 404, and the auditor attestation where required.
• Proxy statement, including compensation disclosure and any pay-versus-performance requirements.
• Insider trading policy review and re-certification by all covered persons.
• Disclosure policy and FD policy review.
• Insider trading policy filed as a 10-K exhibit.
• Disclosure committee charter review.
• Training: insider trading, Regulation FD, 8-K triggers.
• D&O questionnaires.
• Audit committee report to the board on the disclosure function.

Event-driven:

• 8-K events.
• Blackout notices.
• Registration statements and offerings.
• Comment letter responses.

Step 13: Rewrite the risk factors properly

Risk factors are the section most often recycled and the one that matters most to the PSLRA safe harbor, which requires meaningful cautionary language identifying important factors.

A real annual process:

• Start from the business, not from last year's document.
• Interview the business unit leaders about what actually worries them.
• Delete risks that have materialized — a risk that has already happened is not a warning, and keeping it looks evasive.
• Delete risks that no longer apply.
• Add what is new: new products, new markets, new dependencies, new regulation, new litigation.
• Quantify where possible; a specific customer concentration percentage is more meaningful than "we depend on a limited number of customers."
• Order them by importance, and use the summary if the section is long.
• Check that every forward-looking statement the company actually makes has a corresponding factor.

The test: if the company's stock dropped tomorrow, would the reason be in this section, described specifically enough that an investor was warned?

PART FIVE — THE NEWLY PUBLIC COMPANY

Step 14: The first ninety days

Companies that have just completed an IPO or a de-SPAC transaction have the disclosure obligations of a public company and, frequently, none of the infrastructure.

Before the first earnings release:

• Adopt the insider trading policy, distribute it, and obtain certifications.
• Establish trading windows and publish the calendar.
• Set up Section 16 administration: EDGAR codes, powers of attorney, and a named administrator.
• Adopt the Regulation FD policy and designate spokespersons.
• Charter the disclosure committee and hold the first meeting.
• Build the sub-certification list and questionnaire.
• Distribute the 8-K trigger protocol and train managers.
• Adopt the clawback policy required by the exchange listing standards.
• Establish the whistleblower channel and the audit committee's procedures for complaints.
• Train the executive team on Regulation FD and the earnings call, including what not to say.

In the first year:

• Complete the Section 404 readiness work; understand the transition accommodations available and their expiry.
• Build the disclosure calendar.
• Conduct the first full risk factor exercise, which will be substantially different from the registration statement's.
• Establish the relationship with the audit committee: what it sees, when, and in what form.

The most common failures in year one: an executive who speaks freely to an investor because that was normal when the company was private; an 8-K missed because nobody knew a contract signing was reportable; a Form 4 filed late because nobody had EDGAR codes; and risk factors carried over verbatim from the prospectus.

PART SIX — WORKED SCENARIOS

Scenario A: the guidance problem

Merrowfield Diagnostics guided to full-year revenue of $412 to $428 million. Seven weeks into the fourth quarter, the CFO's internal forecast shows $381 million — a miss of roughly eight percent below the low end, driven by a reimbursement change that took effect in October.

The general counsel, Oluwadamilare Fenwick-Adeoye, convenes the assessment the day she learns.

The questions:

• Is the internal forecast reliable, or is there genuine uncertainty? Two independent models, both in the same range. Reliable.
• Was the guidance forward-looking with safe harbor language? Yes, and the cautionary factors specifically identified reimbursement risk.
• Has the company affirmed the guidance since the reimbursement change? Yes — at a conference three weeks ago, the CEO said the company was "comfortable with our range." This is the problem.
• Are insiders trading? Two officers have active 10b5-1 plans adopted six months ago; one director has a pre-cleared trade scheduled for next week.

The actions:

1. The director's pre-clearance is revoked and an event-specific blackout is imposed on the list of people aware.
2. The 10b5-1 plans continue. They were properly adopted, and the officers are not exercising discretion.
3. The company pre-announces, twelve days later, after finalizing the forecast: a revised range, the reason, and updated cautionary language. The stock falls 19 percent.
4. The assessment is documented, including the reasoning for the twelve-day interval — the time required to validate the forecast, brief the audit committee, and prepare the disclosure.

Why this is the right outcome. The affirmation three weeks earlier is the exposure, and the only way to reduce it is to correct promptly once the company knows. Waiting for the scheduled release six weeks later would have compounded it substantially, and the class action that followed would have had a much better complaint.

The policy change afterward. Merrowfield adopted a written guidance update policy: guidance is reviewed against the internal forecast monthly; a variance beyond a defined threshold triggers a legal assessment within five business days; and no executive affirms guidance outside a scheduled release without a current forecast review.

Scenario B: the conference slip

Aldwyn Robotics' head of investor relations is at a sell-side conference. In a one-on-one, an analyst asks about the pace of bookings. The IR head says, "It's been a good quarter — we're seeing the strongest order flow we've had."

Bookings are not a disclosed metric. The quarter has not been reported.

What happens in a company with a remediation protocol:

Within the hour, the IR head calls the general counsel from the hallway. She reports the exact words as best she recalls, the analyst's name and firm, and the time.

Within three hours, the general counsel assesses: is the statement material non-public information? Order flow direction, unquantified, in a quarter not yet reported, to a single analyst who publishes — probably yes.

Before the next market open, Aldwyn furnishes an 8-K under Item 7.01 disclosing that order flow in the quarter to date has been the strongest in the company's history, with appropriate cautionary language and a statement that the company does not ordinarily disclose bookings and undertakes no obligation to do so again.

Cost: an unplanned disclosure and an awkward conversation. Cost avoided: a Regulation FD enforcement action.

What happens in a company without the protocol: the IR head decides it was fine, tells no one, and the issue surfaces months later when the analyst's note is compared against the company's disclosure record.

The training point Aldwyn adopted: every spokesperson is told, in writing, that reporting a possible slip is never held against them and that failing to report one is a policy violation. The reporting rate went up immediately.

PART SEVEN — STAFFING AND BUDGET

Staffing

The general counsel or a dedicated securities counsel owns the function. In a company below roughly $2 billion in market capitalization this is often the general counsel personally; above that, a dedicated securities lawyer.

A securities paralegal or specialist handles Section 16 filings, EDGAR, the trading window calendar, pre-clearance processing, plan administration, and the filing mechanics. This role is the highest-return hire in the function — it converts a set of tasks the general counsel does badly at midnight into a process someone owns.

The chief accounting officer or controller owns the financial statements and the Section 404 work.

Investor relations owns the market-facing communication, under the Regulation FD policy.

Outside securities counsel for the periodic filings, the proxy, novel disclosure questions, and anything that becomes an investigation. A firm that knows the company reduces the cost of every question.

Internal audit for the control testing that supports the certifications.

Budget

The last row is the argument for every line above it.

PART EIGHT — MISTAKES THAT RECUR

Sub-certifications treated as paperwork. No follow-up on affirmative answers, no scrutiny of suspicious "none" responses.

MD&A written from last quarter. The known-trends requirement demands a fresh look every period.

Risk factors recycled. Stale factors do not satisfy the safe harbor and stale factors that describe risks already materialized read badly.

No 8-K trigger protocol. The deadline runs from the event, and legal often learns last.

Materiality assessed without documentation. The memorandum is the evidence of care.

Regulation FD training that is abstract. Use transcripts. Violations do not sound dramatic.

No remediation protocol. The twenty-four-hour window forgives an accidental slip, and companies lose it by hesitating.

Trading windows managed informally. An event-specific blackout list must exist in writing, with a named owner.

10b5-1 plans adopted without legal review. The cooling-off periods, certifications, and no-overlap rules are conditions of the defense.

Section 16 filings missed on non-obvious events. Gifts, trust transfers, tax withholding, and 401(k) transactions.

Guidance affirmed without a current forecast. The most dangerous single act a public company executive performs.

The disclosure committee meeting held after the draft is final. It becomes a ratification, not a control.

Investigations directed by management when management is implicated. It destroys the credibility of the result.

PART NINE — FREQUENTLY ASKED QUESTIONS

How large does a company need to be for a disclosure committee? Every reporting company should have one. In a small company it may be four people meeting for an hour, but the meeting and the minutes are what support the certification.

Do we have to give guidance? No. It is a business decision. If you give it, follow a written update policy and never affirm it without a current forecast.

Can we talk to investors during the quarter? Yes, within the Regulation FD policy: designated spokespersons, prepared materials, no comment on undisclosed information, and no confirmation or correction of estimates.

Should we stop an insider's 10b5-1 plan when bad news arises? Generally no. Get advice; stopping a plan is a discretionary act that can undermine the defense for its other trades.

How quickly must we file an 8-K after a cybersecurity incident? Within four business days of determining the incident is material, and the determination must be made without unreasonable delay. Build the assessment process before an incident, not during one.

What do we do about a rumor in the market? Generally, nothing. There is no duty to correct a rumor the company did not create. But if the company has made a statement that the rumor makes misleading, or if the exchange asks, the analysis changes.

Who decides materiality? The certifying officers, with the advice of counsel and the input of the disclosure committee. Document the reasoning.

Is an SEC investigation material? Not automatically. Apply the Basic balance — scope, likelihood, and potential consequence — and document the assessment. Many companies disclose the existence of an investigation once it becomes formal.

Can we use social media for disclosure? Yes, if the company has told the market that it uses the channel and the channel is broadly accessible. Identify the channels in your filings before you rely on them.

What is the single most valuable thing to build first? The 8-K trigger protocol and the escalation paths. Most disclosure failures are information failures — the lawyer learned too late.

PART TEN — WORKING WITH THE AUDIT COMMITTEE

The audit committee is the disclosure function's governance layer, and the relationship works or fails on what it sees and when.

What the committee should receive at every meeting:

• The draft periodic report, with sufficient time to read it — a week, not the night before.
• A summary of the sub-certification results, including every affirmative response and its resolution.
• The disclosure committee's report: open items, materiality assessments made, and anything the committee could not resolve.
• The status of any 8-K filed or considered since the last meeting.
• A legal proceedings update, including regulatory contacts.
• Any control deficiency identified, with the remediation status.
• The auditors' communications, in executive session without management present.

What the chair should be told immediately, outside the meeting cycle:

• Any question about the accuracy of previously issued financials.
• Any whistleblower report concerning accounting or disclosure.
• Any regulatory subpoena or formal inquiry.
• Any allegation involving a member of senior management.
• Any material cybersecurity incident.

A standing item worth adding: at each meeting, ask the general counsel and the chief accounting officer separately whether there is anything they have not been asked about. It takes two minutes and it is the mechanism by which committees learn things.

On directing an investigation. Where any member of senior management could be implicated, the committee should direct the investigation and retain counsel that does not otherwise represent the company. This costs more and it is the difference between a result a regulator credits and one it discounts. Decide this in the first forty-eight hours; it cannot be fixed later.

On the annual report to the board. The audit committee should report annually on the effectiveness of the disclosure function — not the financial statements, the function: whether the committee met, whether sub-certifications were collected and followed up, whether 8-K deadlines were met, whether training occurred, and what failed. A function nobody assesses is a function nobody improves.

PART ELEVEN — MEASURING WHETHER THE PROGRAM WORKS

Most disclosure programs are never assessed until something fails. A few metrics, reviewed quarterly, tell you whether the machine is running.

Timeliness.

• Number of 8-K filings made, and how many were filed on the last permissible day. A pattern of last-day filings means information is arriving late.
• Number of Section 16 filings made late, and why. The target is zero.
• Sub-certification return rate by the deadline, by function. A function that is consistently late is a function that is not engaged.

Escalation.

• Number of matters escalated to legal under the 8-K trigger protocol that turned out not to require a filing. This number should be substantially greater than zero. A program in which every escalation results in a filing is a program in which people are self-assessing materiality before calling.
• Number of possible Regulation FD slips reported by spokespersons. Same logic: zero reports usually means people are not reporting, not that nothing happened.

Quality.

• Number of comment letter items received, by category. Non-GAAP presentation and MD&A are the usual sources.
• Whether risk factors changed materially year over year.
• Whether MD&A discusses trends that were not in the prior year's document.
• Number of materiality assessments documented in the period.

Coverage.

• Percentage of covered persons who completed insider trading training and certification.
• Percentage of pre-clearance requests processed within the target time.
• Number of 10b5-1 plans adopted, modified, and terminated, and whether each had legal review.

Culture.

• Whether business unit leaders can name the person they call about an 8-K trigger.
• Whether anyone has been thanked publicly for reporting something that turned out not to matter.

A note on the two counterintuitive metrics. Escalations that produce no filing, and self-reported possible FD slips, are the health indicators most worth watching. They measure whether people are willing to raise things, and a program where nobody raises anything is not a quiet program — it is a blind one.

PART TWELVE — WHERE TO GET HELP

Outside securities counsel who knows the company. The value is in the questions they can answer quickly because they already understand the business. A firm engaged only for the 10-K is being used inefficiently.

A securities paralegal or filing specialist. The single best hire in this function. Section 16, EDGAR, windows, pre-clearance, and plan administration are a full role, and doing them badly produces late filings that are public and embarrassing.

The auditors, earlier than feels comfortable. Accounting questions that reach the auditors late become independence and scope problems on top of accounting problems.

Independent counsel for the audit committee, identified before it is needed. A committee that has to select counsel during a crisis loses a week and may select badly.

A disclosure-focused consultant for the first year after an IPO. Newly public companies need the infrastructure built once, properly, and the people who do this repeatedly build it faster.

Your own business unit leaders. The disclosure function's raw material is what they know, and the relationship determines whether they call. Spend time with them when nothing is happening.

Related documents

• Public Company Disclosure: Periodic Reports, Regulation FD, and Insider Trading Liability
• Disclosure Controls and Insider Trading Checklist: A Practical Checklist
• Securities Disclosure Toolkit: Policies, Blackout Calendars, and 10b5-1 Plans
• Securities Compliance for Startups: Regulation D, Rule 506, Blue Sky, and Form D
• Fiduciary Duties of Directors and Officers: The Business Judgment Rule, Loyalty, and Caremark Oversight
• Corporate Governance Toolkit: Boards, Committees, and Fiduciary Process

This guide is general information, not legal advice, and does not create an attorney-client relationship.