SEC to Vote on Proposing Disclosure Rule Changes Oct. 11

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By Andrew Ramonas

The SEC Oct. 11 will consider proposing rule changes to “modernize and simplify” a disclosure regulation for companies, Chairman Jay Clayton said Oct. 4.

The Securities and Exchange Commission, which has yet to hold an open meeting on rulemaking under Clayton’s leadership, will vote on whether to propose updates to Regulation S-K, Clayton told members of the House Financial Services Committee during a hearing. The regulation governs companies’ non-financial reporting requirements for SEC filings, including annual and quarterly reports and proxy statements.

The SEC was directed to streamline Regulation S-K by the 2015 Fixing America’s Surface Transportation (FAST) Act. SEC staff in 2016 recommended amending the regulation to allow more hyperlinks in filings, eliminate duplicative and outdated requirements, and simplify reporting on companies’ properties, among other changes.

Clayton didn’t discuss the specifics of the Regulation S-K amendments the commission will consider. The proposed updates aim to change the regulation in a “manner that reduces costs and burdens on companies, with no reduction in the disclosure of all required material information,” he told lawmakers.

“I’m very pleased with” the rule proposal, Clayton said in response to a question from Bloomberg BNA after the hearing. “It does what it was supposed to do. It takes a look at the various rules outlined and tries to streamline them.”

Clayton has been particularly interested in updating Regulation S-K since he became chairman in May. He lauded SEC staff’s work on the matter during his first major policy speech in July.

The open meeting to consider the Regulation S-K proposals will take place five months after Clayton was sworn in. He has gone longer without holding a public vote on a rulemaking action than any of his recent predecessors. A Bloomberg BNA analysis in July found SEC chairmen dating back to the Clinton administration had open meetings sooner in their tenures than Clayton.

Clayton’s Other Work

At the hearing, Clayton also tried to assuage lawmakers’ worries about the agency keeping personal information and other data safe after the disclosure of a breach in its Edgar corporate filings database. Disclosure of the hack came as the agency works to launch the Consolidated Audit Trail, a massive database that is intended to help the SEC better investigate illegal trading and the causes of market disruptions. Clayton said he still has questions that must be answered about the CAT before the commission begins accepting data from the system.

Clayton told lawmakers he’s working to help U.S. companies with upcoming European regulations, as well. The requirements, which take effect in January, come from a sweeping regulatory overhaul known as the revised Markets in Financial Instruments Directive, or MiFID II.

“Our aim is to allow them to do that in their market, but not either directly or indirectly force the importation of that system,” Clayton said.

To contact the reporter on this story: Andrew Ramonas in Washington at aramonas@bna.com

To contact the editor responsible for this story: Phyllis Diamond at pdiamond@bna.com

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