Navigating the SEC’s amended Regulation S-K disclosure rules

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In depth , PwC US Sep 24, 2020

Read our summary of the SEC’s amended disclosure requirements relating to the description of business, legal proceedings, and risk factors.

Overview

The SEC has amended its disclosure requirements relating to the description of business, legal proceedings, and risk factors, which are required in many SEC filings, including Form 10-K and many registration statements. Key changes include:

  • permitting a company to provide (in a filing other than an initial registration statement) an update of the general development of its business if it incorporates by reference a full discussion from a single previously-filed registration statement or report;

  • requiring, if material, a description of the company’s human capital resources, including any human capital measures/objectives that the company focuses on in managing its business (e.g., those that address the development, attraction, and retention of personnel);

  • increasing the quantitative threshold for disclosing certain governmental environmental proceedings and allowing legal proceedings disclosures to be hyperlinked or cross-referenced to other sections in the document; and

  • requiring a risk factor summary if the risk factor section is longer than 15 pages.

Many of the amended requirements reflect a principles-based, registrant-specific approach to disclosure, intended to facilitate an understanding of the company through the eyes of management. The changes are a result of the SEC’s on-going disclosure effectiveness initiative.

The changes become effective 30 days after they are published in the Federal Register. 

Certain of the amendments may require management to develop new or modify existing controls and processes designed to ensure compliance with the SEC’s disclosure requirements.

To have a deeper discussion, please contact:

John May

SEC Services Leader, National Professional Services Group, PwC US

Email

Kyle Moffatt

Partner, National Professional Services Group, PwC US

Email

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David Schmid

David Schmid

International Accounting Leader, National Professional Services Group, PwC US

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