Firm Memoranda

SEC Adopts Final Rules Amending Regulation S-K Disclosure Requirements for Business, Legal Proceedings, and Risk Factors

Date: 09/08/20

On August 26, 2020, the Securities and Exchange Commission (the “SEC”) adopted final rules (the “Final Rules”) to update certain disclosure items required by Regulation S-K for the first time in over 30 years. Specifically, the Final Rules amend Items 101 (Business), 103 (Legal Proceedings), and 105 (Risk Factors). These amendments reflect the SEC’s “long-standing commitment to a principles-based, registrant-specific approach to disclosure” and continue its shift away from the previous regime of prescriptive disclosure requirements. An SEC-prepared summary of the differences between the rules as currently in effect and as adopted is attached hereto as Appendix A. For a thorough discussion of the current rules and the amendments when they were proposed last year, please see our memorandum found here. In the below summary of the Final Rules, we discuss the principal areas where the Final Rules diverge from the proposed amendments.

SEC Adopts Final Rules Amending Regulation S-K Disclosure Requirements for Business Legal Proceedings and Risk Factors.pdf (pdf | 164.95 KB )