Valerie Jacob, Pamela Marcogliese, and Sarah Solum are partners at Freshfields Bruckhaus Deringer LLP. This post is based on a Freshfields memorandum by Ms. Jacob, Ms. Marcogliese, Ms. Solum, and Darya Cheban-Katz.
In a nutshell
On November 19, 2020, the U.S. Securities Exchange Commission (“SEC”) announced that it adopted final amendments under Regulation S-K and the related rules and forms in an effort to modernize, simplify and enhance certain financial disclosure requirements.
In particular, the SEC eliminated the requirement for Selected Financial Data (Item 301), streamlined the requirement to disclose Supplementary Financial Information (Item 302) and adopted certain amendments to Management’s Discussion & Analysis of Financial Condition and Results of Operations (“MD&A”) (Item 303). These new rules apply to registration statements and periodic reports. In addition, some of the rule changes are a codification of existing SEC guidance or an effort to clarify some of the Instructions to the Rules in Regulation S-K. Many of them opt for a principles-based approach in lieu of a prescriptive approach, allowing companies to decide how best to convey material information to investors. The SEC adopted certain parallel amendments applicable to foreign private issuers (FPIs), including to Forms 20-F and 40-F, in addition to other applicable conforming amendments to the SEC’s rules and forms.