SEC Proposes to Modernize Disclosures of Business, Legal Proceedings and Risk Factors

By Steve Quinlivan, Bryan Pitko and Jaclyn Schroeder

The SEC has issued proposed rule amendments to modernize the description of business, legal proceedings and risk factor disclosures that registrants are required to make pursuant to Regulation S-K. The SEC stated the proposed amendments are intended to update the rules to improve disclosures for investors and to simplify compliance efforts for registrants. The proposed rules will be subject to a 60-day comment period once published in the Federal Register.

The proposed rules would incorporate human capital resources as a disclosure topic. The applicable disclosure would include any human capital measures or objectives used in managing the business, to the extent such disclosures would be material to an understanding of the registrant’s business. Depending on the nature of the registrant’s business and workforce, this would require disclosure of measures or objectives that address the attraction, development and retention of personnel.

View our expanded analysis on the SEC's proposed rules on our Dodd-Frank blog.

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