Proposed Amendments to Modernize Disclosures of Business, Legal Proceedings, and Risk Factors Under Regulation S-K

On August 8, 2019, the SEC proposed rule amendments to modernize the business, legal proceedings and risk factors disclosures that public companies are required to make pursuant to Regulation S-K. 

The proposed amendments to Items 101(a), 101(c) and 105 would focus on a principles-based approach to allow companies to address the particular aspects of these disclosures that are material to each company.  Under amended Item 101(a), companies would be required to disclose information only to the extent it is material to an understanding of the development of the company’s business.  The proposal to Item 101(c) would require more detailed disclosures on a company’s human capital resources, including human capital measures or objectives that management focuses on in managing the business.  Finally, Item 105, as amended, would require companies to disclose “material” factors, as opposed to the “most significant” factors, and require summary risk factor disclosure if the section is longer than 15 pages.

The proposed amendments are currently subject to a 60-day comment period.

The press release issued by the SEC to announce these proposed rule amendments can be found here.

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