Form 10-K: The Three-Billion-Dollar Bane?

04.04.2011

"Do people understand the difference between the benefit obligation and the accumulated obligation?" asks Cangialosi, who chairs the committee on corporate reporting. "I'm not sure anybody really reads this bit."

Enter: The Lawyers

And then, the skills of the legal profession come into play -- both on the corporate side, and among plaintiff lawyers who force corporate lawyers to think defensively, often at the expense of clarity and brevity.

"Corporate lawyers are always very good at avoiding disclosure and qualifying everything," says Jacob Zamansky, a New York-based litigation attorney who has arguably added to the upsurge of concern about lawsuits. "These 10-Ks are as opaque as ever. Investors are no more informed than they were before."

There are other ways, too, that "litigation issues have played a role in increased disclosure requirements," as Lorraine Malonza understates the situation. Says Malonza, FEI's senior manager, technical accounting: "A good example is contingency disclosures, where users want additional information and companies fear they are not disclosing enough, thus opening themselves up to potential lawsuits if cases are settled soon after filing a 10-K and the information is not adequately disclosed."