July 11, 2020

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SEC Announces Rule Proposal to Modernize, Simplify and Increase the Accessibility of Required Disclosure

On October 11, the Securities and Exchange Commission issued a press release announcing that it voted to propose amendments to modernize and simplify disclosure requirements in Regulation S-K, and related rules and forms, by updating, streamlining or otherwise improving the SEC’s disclosure framework “in a manner that reduces the costs and burdens on registrants while continuing to provide all material information to investors.” The proposed amendments are based on recommendations made in the staff of the SEC’s Report on Modernization and Simplification of Regulation S-K, as required by the Fixing America’s Surface Transportation Act (FAST Act). In the press release, SEC Chairman Jay Clayton noted that “an effective disclosure regime provides investors with the information necessary to make informed investment choices without imposing unnecessary burdens of time and money on issuers, and today’s action embodies that goal.”

As highlighted in the fact sheet included in the press release, the proposed amendments would, among other things:

  • revise SEC rules and forms to update, streamline or otherwise improve the SEC’s disclosure framework to eliminate the risk factor examples listed in the disclosure requirement and revise the description of property requirement to emphasize the materiality threshold;
  • eliminate certain requirements for undertakings in registration statements as a result of recent rule developments;
  • simplify both disclosure and the disclosure process, including by (a) revising requirements for the filing of exhibits and the related process for requesting confidential treatment and (b) changing Management’s Discussion and Analysis to allow for flexibility in the discussion of historical periods; and
  • improve access to information through required data tagging for items on the cover page of certain filings and the use of hyperlinks for information that is incorporated by reference and available on the Electronic and Data Gathering, Analysis and Retrieval system.

The SEC posted the proposing release on October 11, and we plan to cover the proposed amendments in greater detail in the next issue of the Corporate & Financial Weekly Digest.

The press release and fact sheet are available here.

©2020 Katten Muchin Rosenman LLPNational Law Review, Volume VII, Number 286

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About this Author

Mark D. Wood, corporate securities lawyer Katten Muchin Chicago Law firm
Partner

Mark D. Wood is head of Katten's Securities practice and concentrates in corporate and securities law. Mark represents public companies, issuers and investment banks in initial public offerings (IPOs) and other public offerings, private investment in public equity (PIPE) transactions, debt securities and other securities matters.

Mark also represents clients in complex corporate transactions, including tender offers, mergers, acquisitions, dispositions, going-private transactions, private equity investments, joint ventures and...

312-902-5493
Mark Reyes Securities Lawyer Katten Muchin law firm Chicago office
Partner

Mark J. Reyes concentrates his practice in corporate and securities matters, including representing issuers and investors in public offerings and private placements of equity and debt securities and advising clients in complex corporate transactions such as mergers, acquisitions, private investments in public equity (PIPEs), private equity investments and joint ventures. He also counsels public companies on securities law compliance, disclosures and corporate governance matters.

Shown below is a selection of Mark’s engagements.

  • Representation of hospitality company in connection with its initial public offering and listing on NYSE, as well as ongoing counseling with respect to compliance with securities laws and NYSE rules, disclosure and corporate governance matters.
  • Representation of NASDAQ-listed public company in the banking industry in connection with strategic transactions, capital raising transactions, compliance with securities laws and NYSE rules, disclosure and corporate governance matters, including strategic acquisitions, notes offering and at-the-market offering.
  • Representation of clean tech manufacturer for industrial equipment in connection with alternative public offering and listing on NASDAQ, as well as ongoing counseling with respect to compliance with securities laws and NASDAQ rules, disclosure and corporate governance matters.
  • Representation of NASDAQ-listed issuer in connection with selling stockholder block trades.
  • Representation of NYSE-listed industrial manufacturer with respect to compliance with securities laws and NYSE rules, disclosure and corporate governance matters.
  • Representation of NASDAQ-listed medical device company with respect to compliance with securities laws and NASDAQ rules, disclosure and corporate governance matters.
312-902-5612
Associate

Alyse Sagalchik concentrates her practice on corporate matters, with an emphasis on mergers and acquisitions, joint ventures, private equity and securities transactions. Alyse also advises companies on a broad range of general corporate, federal securities laws and corporate governance matters, including Securities Exchange Act of 1934 reporting and disclosure matters. She has represented strategic and financial buyers and sellers in M&A transactions ranging in value from $10 million to more than $15 billion and spanning a wide variety of industries, including health...

312.902.5426