On November 19, 2020, the Securities and Exchange Commission adopted amendments to Regulation S-K, including changes to its MD&A requirements that will make significant and long-overdue improvements to a central disclosure requirement of the U.S. securities laws. The twin themes of the amendments are dropping outmoded requirements and taking a more principles-based approach.
The amendments will become effective 30 days after they are published in the Federal Register, so probably in January 2021. At that time advance voluntary compliance is permitted, so long as registrants provide disclosure responsive to an amended item in its entirety. Compliance is not mandatory until a registrant reports on its first fiscal year ending on or after 210 days following publication – so for a calendar-year end filer, the Form 10-K for 2021 – but we would expect that many issuers will find the new rules congenial and begin complying sooner.
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