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SEC proposes package to update business disclosure requirements

The Securities and Exchange Commission voted Aug. 8 to propose rule amendments introducing various reforms to how companies make their disclosures.

The amendments propose changes to the sections pertaining to description of the general development of the business, narrative description of the business, legal proceedings and risk factors. Some changes in the reform package include allowing a company to make an update only if there are material developments in the reporting period, requiring disclosures related to human capital resources, a summary risk factor disclosure if the risk factor section exceeds 15 pages, changing the disclosure standard for risk factors to "material" factors from "most significant" factors, and increasing the threshold required to disclose environmental legal proceedings to $300,000 from $100,000 to adjust for inflation.

The package will also eliminate a prescribed time frame to make a disclosure related to general developments, tweak the regulatory compliance requirement by including material government regulations and not just environmental provisions, and allow companies to disclose legal proceedings by including hyperlinks or cross-references in the legal proceedings section of the document to avoid duplicative disclosures.

"The world economy and our markets have changed dramatically in the more than 30 years since the adoption of our rules for business disclosures by public companies. Today's proposal reflects these significant changes, as well as the reality that there will be changes in the future," SEC Chairman Jay Clayton said.

The proposal will have a 60-day public comment period following publication in the Federal Register.