Further to my earlier blog, the SEC's 8-page (not a typo) release requesting comment on Subpart 400 of Reg. S-K is now posted. The operative text is as follows:
The purpose of this request for comment is to solicit public input on Subpart 400 of Regulation S-K, which requires certain disclosures about a registrant’s management, certain security holders, and corporate governance matters. The input can include comments on existing requirements in these rules as well as on potential disclosure issues that commenters believe the rules should address. The comments received in response to this request for comment, as well as comments received in response to the Regulation S-K Concept Release, will inform the Commission in carrying out the study of Regulation S-K required by Section 72003(a) of the FAST Act.
• Item 401 of Regulation S-K generally requires certain disclosures about a registrant’s directors, executive officers, promoters and control persons.
• Item 402 of Regulation S-K generally requires disclosure of all plan and non-plan compensation awarded to, earned by, or paid to a registrant’s named executive officers and directors.
• Item 403 of Regulation S-K generally requires a description of the security ownership of certain beneficial owners and management.
• Item 404 of Regulation S-K generally requires a description of certain transactions with related persons, promoters and certain control persons.
• Item 405 of Regulation S-K generally requires a registrant to identify certain persons who failed to file on a timely basis, as disclosed in certain forms, reports required by Section 16(a) of the Securities Exchange Act16 during the most recent fiscal year or prior fiscal years.
• Item 406 of Regulation S-K generally requires disclosures about whether the registrant has adopted a code of ethics that applies to certain of the registrant’s executive officers or persons performing similar functions, and, if it has not adopted such a code of ethics, an explanation why it has not done so.
• Item 407 of Regulation S-K generally requires certain corporate governance disclosure about director independence, board meetings, various board committees (e.g., nominating, audit and compensation committees) and any process for shareholder communications.
In connection with the staff’s continuing Disclosure Effectiveness Initiative and corresponding work on the FAST Act mandate, the Commission welcomes public comments on the issues that the staff should consider in conducting its review of Subpart 400 of Regulation S-K, including, among other things, how best to modernize and simplify these disclosure items in view of the objectives of the Regulation S-K study set forth in Section 72003 of the FAST Act and whether additional disclosures in these areas are necessary or appropriate to facilitate investor protection, to maintain fair, orderly, and efficient markets, and/or to facilitate capital formation. In addition to the substance of the disclosure requirements, the Commission welcomes comments on how information can be presented to improve its readability, navigability and comparability and how technology and structured data can facilitate data aggregation and analysis. All interested parties are invited to submit their views and any data, in writing, on any matter relating to Subpart 400 of Regulation S-K.
The comment period is 60 days. We will be sharing law firm memos and other resources on this release as they become available.