Proposed S-K and S-X Rule Amendments
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Proposed S-K and S-X Rule Amendments


I’m attorney Laura Anthony founding partner
of Legal & Compliance, a full service corporate, securities, and business transactions law
firm. Today is the continuation in a LawCast series
talking about the SEC’s proposed rule amendments to simplify and modernize disclosure requirements
for public companies, investment companies and investment advisers. During this LawCast series I have gone through
the rule amendments proposed by the SEC on October 11, 2017 and am now summarizing the
rule amendments proposed earlier on July 13, 2016, which amendments are slated for action
this year. On July 13, 2016, the SEC issued a 318-page
proposed rule change on Regulation S-K and Regulation S-X to amend disclosures that are
redundant, duplicative, overlapping, outdated or superseded. The proposed rule changes follow the 341-page
concept release and request for public comment on sweeping changes to certain business and
financial disclosure requirements previously issued on April 15, 2016. The proposed regulation S-K and S-X Amendments
are intended to facilitate the disclosure of information to investors while simplifying
compliance efforts by companies. The proposed S-K and S-X Amendments come as
a result of the Division of Corporation Finance’s Disclosure Effectiveness Initiative and as
required by Section 72002 of the FAST Act. Regulation S-K, as amended over the years,
was adopted as part of a uniform disclosure initiative to provide a single regulatory
source related to non-financial statement disclosures and information required to be
included in registration statements and reports filed under both the Securities Act and the
Securities Exchange Act. Regulation S-X contains specific financial
statement preparation and disclosure requirements. In addition to affecting companies filing
registration statements. including on Form S-1 and S-4 and S-8 and
companies engaged in Regulation A and A+ offerings and those filing reports with the SEC, the
proposed S-K Amendments will affect acquired entities, acquirees, investment advisers,
investment companies, broker-dealers and nationally recognized statistical rating organizations. The underlying basis of the disclosures required
by Regulations S-K and S-X is to keep shareholders and the markets informed on a regular basis
in a transparent manner. Report and registration statements filed with
the SEC can be viewed by the public on the SEC EDGAR website. A reporting company also has the record-keeping
requirements, must implement internal accounting controls and is subject to the Sarbanes-Oxley
Act of 2002, including the CEO and CFO certification requirements. Under the CEO and CFO certification requirement,
the CEO and CFO must personally certify the content of the reports filed with the SEC
and the procedures established by the company issuer to report disclosures and prepare financial
statements. I’m securities attorney Laura Anthony, founding
partner of Legal & Compliance, and producer of LawCast. Should you have any questions about today’s
topic, please visit SecuritiesLawBlog.com and LawCast.com, or contact me directly. Inquiries of a technical nature are always
encouraged.

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