SEC amends guidance on MD&A, other disclosures

The SEC is adopting amendments designed to modernize, simplify, and enhance management’s discussion and analysis and other financial disclosure requirements in Regulation S-K.

The changes to Regulation S-K are designed to sharpen the focus on material information by eliminating Item 301 (Selected Financial Data) and changing item 302(a) (Supplementary Financial Information) and Item 303 (MD&A).

These amendments:

The SEC also adopted certain parallel amendments to the financial disclosure requirements applicable to foreign private issuers, including to Forms 20-F and 40-F, as well as other conforming amendments to the SEC’s rules and forms.

“Today’s rules will improve the quality and accessibility of the disclosure that companies provide their investors, including importantly giving investors greater insight into the information management uses to monitor and manage the business,” SEC Chairman Jay Clayton said in a news release.

The amendments will take effect 30 days after they are published in the Federal Register. Registrants are required to comply with the rule beginning with the first fiscal year ending on or after the date that is 210 days after publication in the Federal Register.

— Ken Tysiac ( is the JofA’s editorial director.

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