SEC Proposal – Amendments to MD&A and Related Disclosures

On January 30, 2020, the SEC voted to propose amendments to the disclosure requirements in Regulations S-K. These amendments would help modernize, simplify and enhance Management’s Discussion and Analysis, among other certain disclosures.

Specifically, the amendments would eliminate Item 301 of Regulation S-K, “Selected Financial Data” and eliminate Item 302 of Regulation S-K, “Supplementary Financial Information”, since these items replicate other requirements. The proposal also includes an amendment to Item 303 of Regulation S-K “Management’s Discussion & Analysis of Financial Condition and Results of Operations” to improve the disclosures. Finally, the SEC is proposing to make corresponding updates to forms utilized by foreign private issuers.

These amendments are the conclusions of the SEC’s “Disclosure Effectiveness Initiative”, which intends to improve disclosure requirements that would benefit investors while also streamlining compliance for companies. The SEC is focused on “modernizing and improving disclosure to reduce costs and burdens while continuing to provide investors with all material information.”

For more information on the proposed amendments, please contact a member of the Schneider Downs SEC and Public Company Industry Group.

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