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ARTICLE · 02 OCTOBER 2019

SEC Proposal Concerning Regulation S-K

Skadden, Arps, Slate, Meagher & Flom LLP
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On August 8, 2019, the Securities and Exchange Commission (SEC) announced proposed amendments to modernize the rules requiring description of business,...

United StatesCorporate/Commercial Law
Brian V. Breheny
Brian V. Breheny
Andrew J. Brady
Andrew J. Brady
Ryan J. Adams
Ryan J. Adams

On August 8, 2019, the Securities and Exchange Commission (SEC) announced proposed amendments to modernize the rules requiring description of business, legal proceeding and risk factor disclosures pursuant to Regulation S-K. The proposed amendments are intended to improve the readability of disclosures for investors and simplify compliance requirements for companies. Below is a summary of the highlights from the proposal.

Proposed Amendments

Notably, the proposed amendments eliminate certain prescriptive requirements to reflect a more principles-based approach to disclosures relating to the description of business (Item 101) and risk factors (Item 105), by focusing on information that is material to an investor's understanding of a company's business and avoiding redundant disclosures. Although the proposal contemplates potentially incorporating parallel changes across all forms filed by foreign private issuers, including annual reports on Form 20-F, the proposed

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