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Legal Proceedings
S-K
103
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 Rule 
- Requires disclosure of material pending legal proceedings
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Issues
S-K 103 Legal Proceedings
 Item
- Requires disclosure of material pending legal proceedings
- Describe briefly any material pending legal proceedings, other than
ordinary routine litigation incidental to the business, to which the registrant
or any of its subsidiaries is a party or of which any of their property is the
subject. Include the name of the court or agency in which the proceedings are
pending, the date instituted, the principal parties thereto, a description of
the factual basis alleged to underlie the proceeding and the relief sought.
Include similar information as to any such proceedings known to be contemplated
by governmental authorities.
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| Instruction
1
Ordinary target for claims SEC_CODE_REF_0090001192884
- If the business ordinarily results in actions for negligence or other
claims, no such action or claim need be described unless it departs from the
normal kind of such actions.
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Instruction
2
10% of assets test
- No information need be given with respect to any proceeding that
involves primarily a claim for damages if the amount involved, exclusive of
interest and costs, does not exceed 10 percent of the current assets of the
registrant and its subsidiaries on a consolidated basis. However, if any
proceeding presents in large degree the same legal and factual issues as other
proceedings pending or known to be contemplated, the amount involved in such
other proceedings shall be included in computing such percentage.
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Instruction
3
Bankruptcy
- Notwithstanding Instructions 1 and 2, any material bankruptcy,
receivership, or similar proceeding with respect to the registrant or any of its
significant subsidiaries shall be described.
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Instruction
4
Suits involving insiders and affiliates
- Any material proceedings to which any director, officer or affiliate
of the registrant, any owner of record or beneficially of more than five percent
of any class of voting securities of the registrant, or any associate of any
such director, officer, affiliate of the registrant, or security holder is a
party adverse to the registrant or any of its subsidiaries or has a material
interest adverse to the registrant or any of its subsidiaries also shall be
described.
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Instruction
5
Environmental claims
- Notwithstanding the foregoing, an administrative or judicial
proceeding (including, for purposes of A and B of this Instruction, proceedings
which present in large degree the same issues) arising under any Federal, State
or local provisions that have been enacted or adopted regulating the discharge
of materials into the environment or primary for the purpose of protecting the
environment shall not be deemed "ordinary routine litigation incidental to the
business" and shall be described if:
- A. Such proceeding is material to the
business or financial condition of the registrant;
- B. Such proceeding involves primarily a
claim for damages, or involves potential monetary sanctions, capital
expenditures, deferred charges or charges to income and the amount involved,
exclusive of interest and costs, exceeds 10 percent of the current assets of the
registrant and its subsidiaries on a consolidated basis; or
- C. A governmental authority is a party to
such proceeding and such proceeding involves potential monetary sanctions,
unless the registrant reasonably believes that such proceeding will result in no
monetary sanctions, or in monetary sanctions, exclusive of interest and costs,
of less than $100,000; provided, however, that such proceedings which are
similar in nature may be grouped and described generically.
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Applies To
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S-K
103 applies to
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SEC Releases
Related Topics
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