Nasdaq's Response to the SEC's Proposed Modernization of Regulation S-K Items 101, 103 and 105

On October 29, 2019, Nasdaq issued a comment letter on the SEC’s proposal to modernize the description of business, legal proceedings and risk factor disclosures that registrants are required to provide pursuant to Regulation S-K Items 101, 103 and 105. The SEC recognized that the capital markets landscape has dramatically changed since the adoption of Regulation S-K in 1977, and therefore sought to improve disclosure and readability for investors with these proposed amendments. Notably, for certain disclosures, the SEC proposed to shift to a “principles-based” approach under which a registrant would be required to disclose specific items only to the extent material. 

Nasdaq supported these proposals, noting that they will allow registrants to prepare their disclosures in a way that most benefits their investors while still complying with SEC rules. Nasdaq also commended the SEC for its ongoing efforts to modernize the disclosure requirements for public companies and improve the scope of disclosure provided to investors, and supported aspects of the SEC’s proposal that would ease disclosure burdens for public companies.

View Nasdaq’s comment letter here >> 

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