SEC Issues Concept Release on Modernizing Disclosure Requirements in Regulation S-K | Practical Law

SEC Issues Concept Release on Modernizing Disclosure Requirements in Regulation S-K | Practical Law

The SEC issued a concept release to seek public comment on modernizing certain business and financial disclosure requirements in Regulation S-K.

SEC Issues Concept Release on Modernizing Disclosure Requirements in Regulation S-K

Practical Law Legal Update w-001-8920 (Approx. 4 pages)

SEC Issues Concept Release on Modernizing Disclosure Requirements in Regulation S-K

by Practical Law Corporate & Securities
Published on 14 Apr 2016 • USA (National/Federal)
The SEC issued a concept release to seek public comment on modernizing certain business and financial disclosure requirements in Regulation S-K.
On April 13, 2016, the SEC issued a concept release seeking public comment on modernizing certain business and financial disclosure requirements in Regulation S-K. The concept release is part of an initiative by the SEC's Division of Corporation Finance to review the disclosure requirements applicable to SEC registrants and consider ways to improve the requirements for the benefit of investors and registrants. The concept release follows a 2013 report to Congress by the SEC's staff, which was mandated under the JOBS Act (see Legal Update, SEC Releases JOBS Act Report on Review of Disclosure Requirements in Regulation S-K).
The concept release focuses on business and financial disclosures that registrants provide in their periodic reports and does not cover other disclosure requirements of Regulation S-K, such as executive compensation and governance, or the required disclosures for foreign private issuers, business development companies, or other categories of registrants.
Regulation S-K topics covered by the concept release include:
  • Core company business information (found in Items 101 and 102 of Regulation S-K).
  • Company performance, financial information, and future prospects (found in Items 301, 302, and 303 of Regulation S-K).
  • Risk and risk management (found in Items 503 and 305 of Regulation S-K).
  • Securities of the registrant (found in Items 201, 202, 701, and 703 of Regulation S-K).
The concept release also requests public comment on certain additional items, including:
  • The SEC's industry guides.
  • Disclosure of information relating to public policy and sustainability matters.
  • Inclusion of certain exhibits and cross-references in public filings.
  • Scaled disclosure requirements for certain categories of issuers.
  • Ability to incorporate by reference.
  • Use of hyperlinks and company websites in satisfying disclosure requirements.
  • Use of layered and structured disclosures.
The SEC is accepting comments until July 21, 2016.