As the calendar year flips over to 2024, we want to remind registrants about several new rules that will impact disclosure for the 2023 Form 10-K and 2024 proxy season, update the status of some pending Securities and...more
In August 2020, as part of an overhaul of Reg S-K, the SEC adopted a new requirement to discuss human capital, taking a principles-based approach. For the most part, the initial response to the new requirement was...more
On Thursday last week, the SEC’s Investor Advisory Committee voted to approve, with two abstentions, a subcommittee recommendation regarding human capital management disclosure. You probably remember that, in 2020, during the...more
Learn the “how to” of leveraging metrics and analytics! On November 15 – 16, at the virtual ESG Forum on Human Capital Analytics & SEC Disclosures, key stakeholders will gather to discuss metrics, developing a “material”...more
Late last year, the Securities and Exchange Commission (SEC) adopted amendments to modernize the description of business, legal proceedings, and risk factor disclosures that registrants are required to make according to...more
When, in August 2020, the SEC considered adopting a new requirement to discuss human capital as part of an overhaul of Regulation S-K, the debate centered largely on principles-based versus prescriptive regulation—a debate...more
It has been more than 30 years since the U.S. Securities and Exchange Commission (SEC) has significantly revised any disclosure requirements relating to employees. But in August 2020, after considering comment letters from...more
A NIRI Philadelphia chapter virtual meeting addressed new SEC “human capital” disclosure requirements and stricter proxy advisor policies on board diversity that will shape corporate reporting during the coming year. ...more
As we continue to stumble into 2021, initially disappointed that our low expectations for a relatively better year lasted only six days, our editorial staff hews to the clamor for a calming retrospective on legal happenings...more
In November 2020, amendments to Reg S-K to modernize the required business narrative became effective. The amendments including changes related to disclosure about a company’s human capital resources, replacing a requirement...more
In August 2020, while most of us were thinking of ways to modernize our new work-from-home office/kitchen combo to avoid going stir-crazy, the SEC adopted various amendments to Regulation S-K in an effort to modernize...more
A roundup of the principal new rules and amendments promulgated by the SEC in 2020 that public companies with December 31 fiscal years should consider when preparing their Annual Reports on Form 10-K for 2020. Public...more
The U.S. Securities and Exchange Commission (SEC) recently adopted amendments to modernize the disclosure requirements in Items 101, 103, and 105 of Regulation S-K. Having largely not touched these provisions over the past 30...more
In August, the SEC amended the Reg S-K disclosure requirements related to the descriptions of business, legal proceedings and risk factors. Probably the most significant change was the enhancement of the disclosure...more
The Securities and Exchange Commission has adopted the third group of amendments to its disclosure requirements, originally proposed in August 2019 and discussed in an earlier Goodwin client alert. The amendments, which are...more
On Aug. 26, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Regulation S-K to “modernize” Items 101, 103 and 105 of Regulation S-K, which relate to business description, legal proceedings and...more
On August 26, 2020, the Securities and Exchange Commission (SEC) announced the adoption of several amendments to take effect 30 days after publication in the Federal Register, including an amendment to Item 101(c) of...more
On August 26, 2020, the Securities and Exchange Commission ("SEC") adopted amendments to crucial SEC disclosure requirements under Regulation S-K, including Item 101 (Description of Business), Item 103 (Legal Proceedings)...more
On August 26, 2020, the Securities and Exchange Commission (“SEC”) adopted amendments to Items 101, 103 and 105 of Regulation S-K. Though the SEC has made changes to certain parts of Regulation S-K over the past few years,1...more
On August 26, the SEC modernized the disclosure requirements in Items 101 (Description of Business), 103 (Legal Proceedings), and 105 (Risk Factors) of Regulation S-K, reflecting the first significant revisions to these...more
At an open meeting this morning, the SEC voted (three to two) to adopt amendments, substantially as proposed, to modernize the Reg S-K disclosure requirements related to the descriptions of business, legal proceedings and...more
Seyfarth Synopsis: On August 23, the Securities and Exchange Commission (the “Commission”), in a release entitled “Modernization of Regulation S- K Items 101, 103, and 105”, proposed changes to Regulation S-K significantly...more