SEC Requests Comments on Regulation S-K Disclosure Requirements
Commentary by Steven Lofchie
The SEC requested comments on certain disclosure requirements contained in Regulation S-K Subpart 400 that relate to management, certain securityholders and corporate governance matters. The SEC emphasized that the comment request is part of an initiative by the Division of Corporation Finance to review the disclosure requirements in Regulation S-K in order to improve them for the benefit of investors and registrants. Comments received in response to the request also are intended to inform the SEC's study on Regulation S-K, which is required by Section 72003 of the Fixing America's Surface Transportation Act ("FAST Act").
Comments on the disclosure requirements must be submitted within 60 days after their publication in the Federal Register.
Commentary
Although Regulation S-K disclosure is not inherently political, it has become a political topic in today's environment. The question is whether the "socially oriented" disclosures advanced by Senator Warren and others are intended to (i) help investors make investment decisions or (ii) advance goals that are not relevant to the SEC's mission as defined by the Securities Exchange Act.
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