On October 11, 2017, the Securities and Exchange Commission (the “SEC”) proposed amendments designed to modernize and simplify disclosure requirements in Regulation S-K, the SEC’s public company disclosure rules. The proposed amendments would also make parallel updates to rules and forms applicable to investment companies and investment advisers. The Commissioners’ vote was unanimous and took place at the first open meeting under Chair Jay Clayton’s tenure. The proposed amendments are intended to improve the SEC’s rules to make disclosures more readable, less repetitive and more easily navigable.
The proposed amendments implement Section 72003 of the Fixing America’s Surface Transportation Act (the “FAST Act”), which directed the SEC to carry out a comprehensive study of Regulation S-K’s disclosure requirements and issue a report (the “FAST Act Report”) to Congress. The SEC was charged to include specific and detailed recommendations on modernizing and simplifying these requirements in a manner that reduces the costs and burdens on companies while still providing all material information. The amendments proposed on October 11 are based largely upon the SEC staff’s recommendations contained in the FAST Act Report, issued back in November 2016, although in some instances such recommendations were altered or supplemented based on the SEC’s further study and the statutory mandate.
The proposed amendments are discussed in detail in the 253-page release available on the SEC’s website and can be accessed here. Public comments on the proposed amendments must be received within 60 days following publication in the Federal Register.
PartnerKen has extensive experience in mergers and acquisitions, public offerings, and private placements. Representing both public and private companies as buyers and sellers in M&A transactions, he also counsels startups, hedge ...