Capital Markets Alert
On August 26, 2020, the Securities and Exchange Commission announced changes to Regulation S-K intended to modernize certain disclosures related to an issuer’s business description, legal proceedings, and risk factors in both current and periodic reports under the Exchange Act and filings under the Securities Act. The adopting release can be found here and the changes will become effective 30 days after publication in the Federal Register.
SEC Chairman Jay Clayton noted, “Today we modernized our public company business disclosure rules for essentially the first time in over 30 years. Building on our time-tested, principles-based disclosure framework, the rules we adopt today are rooted in materiality and seek to elicit information that will allow today’s investors to make more informed investment decisions. I am particularly supportive of the increased focus on human capital disclosures…”
Please contact any member of Orrick’s Capital Markets Group for further assistance regarding coronavirus disclosures and other legal impacts of coronavirus on your company.
 Companies allowed select a different threshold that the company determines is reasonably designed to result in disclosure of material environmental proceedings, provided that the threshold does not exceed the lesser of $1 million or one percent of the current assets of the company.