SEC Wants More Input on Disclosure Regime

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By Rob Tricchinelli

April 13 — The Securities and Exchange Commission formally asked for input April 13 on its company disclosure regulations, part of its overall plan to review and update its disclosure regime.

The three-member commission unanimously approved the request for public comment on Regulation S-K, which provides the framework for such disclosures as annual reports, registration statements and tender offers.

“The concept release takes a broad, step-back look at how we can make our disclosure regime better and more useful in 2016 and beyond,” SEC Chairman Mary Jo White said at an open meeting.

Reg-S-K is a companion to Regulation S-X, which governs company financial statements. The agency sought comment on Reg S-X in October (187 SLD, 9/28/15).

The commission specifically invited feedback on potential policy-driven and industry-specific disclosures, as well as both line-item and principles-based requirements.

All Areas

The agency's concept release covers all areas of the Reg S-K regime. The comment period is 90 days.

The agency also recognized the public appetite for disclosure as a means to advance public policy.

“We are interested in receiving feedback on the importance of sustainability and public policy matters to informed investment and voting decisions,” the release said.

Commissioner Michael Piwowar warned that commenters, when advocating for certain disclosures, shouldn't confuse information that is material to shareholders with information that might merely be useful.

“This is an objective legal standard, not a subjective political one,” he said. “While certain shareholders may have their own particular pet interests, the reasonable investor standard prevents an individual investor from hijacking corporate resources to serve their own specific agenda.”

To contact the reporter on this story: Rob Tricchinelli in Washington at rtricchinelli@bna.com

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

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