Yesterday the Securities and Exchange Commission proposed
amendments to Regulation S-K, including changes to its MD&A
requirements that would, if adopted, make significant and
long-overdue improvements to a central disclosure requirement of
the U.S. securities laws.
The twin themes of the proposals are dropping outmoded
requirements and taking a more principles-based approach. This
memorandum provides a brief summary of the proposals, and we will
follow up with more analysis as we digest the details.
The full text of the proposals is available here.
In separate action on a related topic, the SEC issued guidance
about the presentation of performance metrics in MD&A; our
alert on the guidance is available here. Also, prompted by the MD&A
proposals, SEC Chair Clayton and Commissioners Lee and Peirce each
issued statements on climate-related disclosures in SEC
filings.
