Notwithstanding the cancellation of today's scheduled open meeting as reported in yesterday's Society Alert, the SEC issued this afternoon proposed Reg. S-K disclosure reforms on the description of business, legal proceedings, and risk factors. The proposed rule aims to improve and simplify Reg. S-K Items 101 (description of business), 103 (legal proceedings), and 105 (risk factor) disclosures, as further summarized in the SEC's release and Fact Sheet.
Notably, wholly consistent with Chair Clayton's prior remarks (see, e.g., "ESG Disclosure: SEC's Clayton Speaks!"), the proposed amendments emphasize company-specific materiality throughout, and include human capital as a disclosure topic - subject to materiality - in Item 101(c) (narrative description of the business).
The proposal will be subject to a 60-day comment period after publication in the Federal Register.
Stay tuned for more information, and access relevant resources on our Disclosure Reform page.