August 12, 2019
On August 8, 2019, the Securities Exchange Commission (SEC) proposed amendments to Regulation S-K that would modernize the disclosures required by S-K Item 101 (description of business), S-K Item 103 (legal proceedings) and S-K Item 105 (risk factors). None of these disclosure items has undergone significant revisions in over 30 years. The proposals continue comprehensive evaluation, modernization and simplification of the SEC’s disclosure requirements recommended in the SEC staff’s December 2013 Report on Review of Disclosure Requirements in Regulation S-K. This summary highlights important proposed changes to the S-K Items noted above.
Proposed Amendment of S-K Item 101(a) – General Development of Business
S-K Item 101(a) requires a description of the general development of the company’s business during the past five years. The proposed amendment to S-K Item 101(a):
Proposed Amendment of S-K Item 101(c) – Narrative Description of Business
S-K Item 101(c) requires a narrative description of 12 enumerated items related to the company’s business. The proposed amendment to S-K Item 101(c):
Proposed Amendment of S-K Item 103 – Legal Proceedings
S-K Item 103 requires disclosure of any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the company or any of its subsidiaries is a party or of which any of their property is the subject. The proposed amendment to S-K Item 103:
Proposed Amendment of S-K Item 105 – Risk Factors
S-K Item 105 requires disclosure of the most significant factors that make an investment in the company or offering speculative or risky. The proposed amendment to S-K Item 105:
The proposed amendments are intended:
The proposed amendments are subject to a public comment period that will end 60 days after the proposals are published in the Federal Register.
Nelson Mullins attorneys have broad experience in advising public companies regarding their compliance with the SEC’s periodic reporting requirements. For more information regarding the proposed amendments to Regulation S-K and related securities law implications, contact your Nelson Mullins attorney or any of the other experienced Nelson Mullins attorneys listed.
Jeff Allred: 404.322.6101 or at email@example.com
Gary Brown: 615.664.5330 or at firstname.lastname@example.org
Brian Caid: 303.583.9918 or at email@example.com
Kathleen Deutsch: 561.366.5320 or at firstname.lastname@example.org
Nina Gordon: 305.373.9426 or at email@example.com
Neil Grayson: 864.250.2235 or at firstname.lastname@example.org
John Jennings: 864.250.2207 or at email@example.com
David Mannheim: 919.329.3804 or at firstname.lastname@example.org
Allie Nagy: 919.329.3885 or at email@example.com
Daniel Nunn: 904.665.3601 or at firstname.lastname@example.org
Mike Rafter: 404.322.6627 or at email@example.com
Erin Reeves McGinnis: 404.322.6208 or at firstname.lastname@example.org
Jim Rollins: 617.573.4722 or at email@example.com
Doug Spear: 404.322.6266 or at firstname.lastname@example.org
Jon Talcott: 202.689.2806 or at email@example.com
Charles Vaughn: 404.322.6189 or at firstname.lastname@example.org
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