In various speeches recently, SEC representatives have addressed the need for disclosure reform following the December 2013 release of the JOBS Act-mandated Regulation S-K study. The disclosure review will begin by considering the disclosures that flow into periodic reports. In addition, the Staff also will evaluate whether Industry Guides and form specific disclosures should be updated. In its analysis, the Staff will consider whether disclosure requirements should be scaled for smaller reporting companies and EGCs. Keith Higgins, director of the Division of Corporation Finance, outlined the process that would be undertaken by various teams across the Division to assess whether certain requirements are outdated, whether certain requirements result in redundant or duplicative disclosures, and whether the disclosure requirements might benefit from a principles-based approach. Regulation S-X will also be reviewed as part of this effort.
Higgins also commented on the Staff’s plan to consider how information is disclosed and whether documents could be made simpler and more user friendly through the introduction of hyperlinks or topical indices. The Staff also intends to consider whether to recommend a “company disclosure” or “core disclosure” approach by which a an issuer’s basic business description and other company information would be disclosed in a “core” document and supplemented through periodic filings.
In the absence of rule changes, Higgins noted that practitioners could improve disclosures by avoiding repetition, producing more tailored, less generic risk factors and other disclosures, and eliminating outdated information. In another series of public remarks, Higgins identified a number of areas that often lead to duplicative disclosures. For example, discussion of share-based compensation, verbatim repetition from the notes to the financial statements in the MD&A section of an issuer’s critical accounting policies, and the “follow the leader” phenomenon whereby issuers include disclosures made by other comparable companies in their own filings even if those disclosures may not be appropriate or as relevant.