SEC Staff to Make Disclosure Rule Changes under Regulation S-K

August 8, 2017

Securities and Exchange Commission (“SEC”) Chairman Jay Clayton said the agency’s staff is preparing for changes to disclosure rules under Regulation S-K. In a speech on July 12, Clayton remarked that the rule amendments will be founded on the Report on Modernization and Simplification of Regulation S-K.

The report, which the SEC submitted to Congress last December, covers various Regulation S-K provisions such as Item 10(d). The rule focuses on companies that issue securities and their ability to include documents in filings by a reference, as opposed to submitting the entire document. The report recommends amending Item 10(d) to allow documents that are over five years old to be included in filings by reference. Further, the report suggested allowing financial statements to be part of a regulatory filing through a reference.

Because of the Fixing America’s Surface Transportation Act, the SEC was required to issue the report and make changes to Regulation S-K. The changes involve scaling back and eliminating some disclosure requirements, and making amendments based on the report.

The SEC’s planned changes for Regulation S-K are part of its comprehensive effort to clarify its disclosure rules and condense regulatory filings public companies must provide like annual reports and proxy statements. Companies in recent years have urged the SEC and Financial Accounting Standards Board to reduce the amount of disclosure requirements.