Principles matter: SEC amends disclosure rules for business, legal proceedings, and risk factors

SEC Update

On August 26 the SEC adopted far-reaching amendments to Regulation S-K items that govern disclosures on business, legal proceedings, and risk factors in filings under the Securities Act of 1933 and the Securities Exchange Act of 1934. The amendments represent the most significant changes to these items in over 30 years.

The amendments represent a shift by the SEC towards a more principles-based approach to disclosure and away from prescriptive requirements that specify the content and manner of disclosure. The amended rules afford registrants greater flexibility to determine which information is material to an understanding of their business and how to present the information. In many cases, registrants will have to consider how to recast the current description of their business, based largely on line-item disclosure requirements, into a presentation more closely tailored to their particular business and financial circumstances.

The SEC’s adopting release describing the amendments (Nos. 33-10825 and 34-89670) may be accessed here.

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Authored by Alan Dye, Richard Parrino, Alex Bahn, Kevin Greenslade, William Intner, and Abigail Smith

Contacts
Alan Dye
Partner
Washington, D.C.
Richard Parrino
Partner
Washington, D.C.
Alex Bahn
Partner
Washington, D.C.
Kevin Greenslade
Partner
Northern Virginia
William Intner
Partner
Baltimore
Abigail Smith
Partner
Washington, D.C.
Steve Abrams
Partner
Philadelphia
Richard Aftanas
Partner
New York
John Beckman
Partner
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David Bonser
Partner
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Glenn Campbell
Partner
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David Crandall
Partner
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John Duke
Office Managing Partner
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Allen Hicks
Partner
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Paul Hilton
Partner
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Eve Howard
Partner
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Bob Juelke
Partner
Philadelphia
Paul Manca
Partner
Washington, D.C.
Michael McTiernan
Partner
Washington, D.C.
Brian O'Fahey
Partner
Washington, D.C.
Les Reese
Partner
Washington, D.C.
Richard Schaberg
Partner
Washington, D.C.
Michael Silver
Partner
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Tifarah Allen
Counsel
Washington, D.C.
Jessica Bisignano
Partner
Philadelphia
Tiffany Posil
Partner
Washington, D.C.
Andrew Zahn
Partner
Washington, D.C.

 

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