Further to our recent reports, on April 13, the Society submitted this comment letter to the SEC in response to Chair Atkins’ request for public comments on Regulation S-K reform.
The Society’s comment letter advocates for broad modernization of Regulation S-K disclosure requirements to better serve the Commission’s goals of investor protection, efficiency, competition, and capital formation. The comments span 17 Regulation S-K items, as well as conflict minerals and resource extraction disclosure requirements, with recommendations that focus on (i) reorienting and right-sizing disclosures based on traditional principles of materiality; (ii) eliminating boilerplate, duplicative, or otherwise low-value (to investors) disclosure; and (iii) lowering the cost and burden of compliance while safeguarding investor protection. The letter also calls for harmonization of Regulation S-X with a modernized Regulation S-K, a review of XBRL requirements, and modernization of the Section 16 reporting regime.
The Society’s letter, which supplements our prior comment letters on executive compensation and scaled disclosure (appendix here), was shaped and informed by two member surveys of registrants, a survey of law firm members, and an approximately 70-member Society working group. The Society thanks the many members who shared their perspectives and feedback, as well as the invaluable support of the following members: Lauren Assaf-Holmes, Mike Titera, Mellissa Campbell Duru, and Ron Mueller (Gibson Dunn), Ryan Adams (Morrison & Foerster), Paul Rodel, James Sullivan, and Jason Auman (Debevoise & Plimpton), Allison Handy (Perkins Coie), Brad Goldberg and Amanda Weiss (Cooley), Julie Mediamolle, Dave Brown, Kerry Wenzel, and Matthew Mamak (Alston & Bird), Liz Graffeo (Reed Smith), and Alex Bahn (WilmerHale).
Society members are uniquely positioned to provide an issuer-focused perspective on Regulation S-K disclosure and investor engagement, which informed the Society’s contribution to the comment process.
See additional comment letters posted here.
This post first appeared in the weekly Society Alert!