September 20, 2021

Volume XI, Number 263

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September 20, 2021

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How Should These Form 10-K Items Be Captioned?

Now is the time of year when securities lawyers thoughts turn to Form 10-K compliance.  In reviewing recently filed Form 10-Ks, I have noted a lack of consistency in the captions used for Part III, Item 14 and Part IV, Item 15.  Some registrants caption the former as "Principal Accounting Fees and Services" while others use "Principal Accountant Fees and Services".    As to the latter, some use "Exhibits and Financial Statement Schedules" while others "Exhibits, Financial Statement Schedules". 

Who is correct?  The Form 10-K currently posted on the SEC's website uses "Principal Accountant Fees and Services" and "Exhibit and Financial Statement Schedules".   The lack of the "s" in "Exhibit" is puzzling to me as it must be to those who add an "s" to their filings.  

The Egg and Eye

My frustration with these irregularities of usage reminds me of William Caxton's egg story, which appeared as a prologue to his 1490 translation of a French translation Guillame de Roy’s Le livre des Eneydes which was itself a translation of Virgil's Aeneid.  The story tells of a man from the North of England who is attempting to buy eggs from a Southern Englishwoman.  Because of the Viking invasion and rule of the North, the Northerner used the Old Norse word for eggs, egges, while the Southerner used the Anglo-Saxon word for eggs, eyren (the plural form of eye).The woman incongruously responds by saying that she does not speak French.  This leads to Caxton's famous lament about the vagaries of usage:

"What sholde a man in thyse dayes now wryte, egges or eyren, certaynly it is harde to playse every man."

© 2010-2021 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume XI, Number 48
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About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm
Partner

Keith Bishop works with privately held and publicly traded companies on federal and state corporate and securities transactions, compliance, and governance matters. He is highly-regarded for his in-depth knowledge of the distinctive corporate and regulatory requirements faced by corporations in the state of California.

While many law firms have a great deal of expertise in federal or Delaware corporate law, Keith’s specific focus on California corporate and securities law is uncommon. A former California state regulator of securities and financial institutions, Keith has decades of...

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