The SEC’s amendments emphasize materiality and a principles-based approach to disclosure, and are intended to bring about improved and tailored disclosures.
The SEC adopted rule amendments to Reg S-K Items 101, 103 and 105 with the intent to elicit tailored and improved disclosures and reduce disclosure burdens.
The amendments revise the description of business (Item 101) and risk factors (Item 105) to emphasize a principles-based approach. This approach primarily focuses on companies providing disclosure only to the extent it is material. The amendments to legal proceedings (Item 103) continue to follow a more prescriptive approach, while modernizing the requirements.
The amended rules are intended to facilitate an understanding of each registrant’s business, financial condition and prospects. The information is to be presented on a basis consistent with the lens that management and the board of directors use to manage and assess the registrant’s performance. The SEC will permit an increased use of referencing and hyperlinks, as well as captioning and ordering requirements. These revisions continue the SEC’s broader review of its disclosure framework as prescribed by the JOBS Act.
Amendments to description of business (Item 101)
Amendments to legal proceedings (Item 103)
Amendments to risk factors (Item 105)
Previous changes and proposals to other Reg S-K disclosure requirements:
Original SEC Proposal on Reg S-K disclosure requirements considered as part of the amendments: