SEC Proposes Changes to Regulation S-KBy
The U.S. Securities & Exchange Commission (SEC) announced in August 2019 that after a number of staff reports and recommendations, it wants to move to a more principles-based disclosure system for Regulation S-K Items 101(a) (description of the general development of the business), 101(c) (narrative description of the business), and 105 (risk factors). Many business groups pushed the SEC to adopt a more principles-based approach for these items after it published a concept release in 2016.
“Easing and simplifying disclosures will help reverse the declining number of public companies in the U.S. and provide investors with more relevant information,” said Tom Quaadman, executive vice president of the Center for Capital Markets Competitiveness (CCMC) at the U.S. Chamber of Commerce. “Using a principles-based approach will help investors and companies determine what information is material without contributing to information overload that degrades the disclosure process.”
The SEC is proposing to revise Item 101(a) to eliminate the five-year disclosure time frame and to require issuers to focus on the information material to an understanding of the development of their business. One of the more significant changes is the inclusion in Item 101(c) of a disclosure topic related to human capital resources to the extent those disclosures are material.