MD&A Checklist: What Every Lawyer Needs to Ask

This Checklist summarizes key items to consider before and during drafting of the Management's Discussion & Analysis of Financial Condition and Results of Operations (MD&A) section required in a public company's Form 10-K, Form 10-Q or registration statement. This Checklist offers a list of issues and questions relating to subjects that should be discussed in an MD&A section, including the company's results of operations, liquidity, capital resources, contractual obligations, off-balance sheet arrangements, credit facilities, debt securities, critical accounting policies and estimates, other accounting topics and related party transactions. In addition, this Checklist offers a series of issues and questions regarding climate change to determine whether this subject should be addressed in a company's MD&A section. This Checklist is not a comprehensive list, but merely a guide to assist lawyers in focusing on important issues.

Practical Law Corporate & Securities


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