For anyone who wants to become general counsel at a public company, understanding SEC filings is essential. These reports are how companies communicate with investors, regulators, and the public. They’re also where a GC’s influence is most visible, from drafting disclosures to reviewing risk factors.
Most public companies post these documents under the Investor Relations section of their websites, and all are searchable through the SEC’s EDGAR database.
Below are the seven filings every GC should be familiar with, according to Chaka Strategy.
The 10-K is the company’s yearly report to investors. It provides a comprehensive look at business operations, financial statements, and major risks.
It includes sections like Management’s Discussion and Analysis (MD&A), audited financials, and a detailed list of risk factors. Depending on company size, the 10-K is due between 60 and 90 days after the end of the fiscal year.
The GC’s role in this process often involves reviewing the risk disclosures, legal proceedings, and the CEO’s shareholder letter to ensure accuracy and compliance with securities laws.
The 10-Q is a condensed version of the 10-K, filed for the first three quarters of each fiscal year. It updates investors on recent financial performance, major developments, and any material changes since the last annual report.
Most companies file their 10-Q within 40 to 45 days after the end of the quarter.
A GC typically reviews the filing for new legal risks, pending litigation updates, and disclosure controls to ensure consistency across reports.
The proxy statement is filed before the company’s annual shareholder meeting. It provides information about matters that require shareholder votes, including board elections, auditor approval, and executive compensation.
This filing also details how executives and directors are paid, how performance metrics are evaluated, and how the board is structured.
For a GC, the proxy statement is where governance, compliance, and transparency come together. It requires careful coordination with the compensation committee and investor relations teams.
Form 8-K is used to announce major, unscheduled events that occur between quarterly or annual filings. Examples include leadership changes, acquisitions, restatements, or updated financial guidance.
Companies must usually file an 8-K within four business days of the event.
The GC’s responsibility here is to determine whether an event is material and to review the disclosure language so that it meets both legal and investor expectations.
Forms 3 and 4 deal with insider ownership under Section 16 of the Securities Exchange Act.
Form 3 is filed when someone becomes an officer, director, or major shareholder. Form 4 is filed whenever there’s a change in insider holdings, such as a stock purchase or option exercise. These filings must be submitted within two business days of the transaction.
For GCs, it’s critical to have a system that tracks insider activity and ensures that all required filings are made accurately and on time.
Schedule 13D is filed when an investor or group acquires more than five percent of a company’s shares. The filing explains who made the purchase, how it was financed, and whether there are plans to influence management or strategy.
A GC should pay close attention to 13D filings, as they often signal potential activist investor activity or attempts to gain control of the company.
Institutional investors with more than $100 million in assets must file Form 13F each quarter. This report lists their investment holdings and is due within 45 days of the quarter’s end.
While the data can be slightly outdated by the time it’s published, it helps GCs and investor relations teams track which institutions hold significant positions in the company.
Each of these filings represents a different way the market sees your company. Together, they form the backbone of public disclosure and corporate accountability.
A GC who understands these filings can:
If you’re building your path toward a public company GC role, start by studying how these filings work in practice. Review your company’s past reports, learn the timing requirements, and understand how each document fits into the broader disclosure cycle.
