Disclosure Effectiveness

image of paper 10-K form

In December 2013, the Commission issued a staff report to Congress on its disclosure rules for U.S. public companies. The report, mandated by the Jumpstart Our Business Startups (JOBS) Act, offers an overview of Regulation S-K, which provides requirements for public company disclosure. The report also provides the staff's preliminary conclusions and recommendations about disclosure reform.

The Division of Corporation Finance is reviewing the disclosure requirements in Regulation S-K and Regulation S-X, which provides requirements for financial statements, and is considering ways to improve the disclosure regime for the benefit of both companies and investors. The goal is to comprehensively review the requirements and make recommendations on how to update them to facilitate timely, material disclosure by companies and shareholders' access to that information. Initially, the review will focus on the business and financial disclosures required by periodic and current reports, Forms 10-K, 10-Q, and 8-K. Subsequent phases of the project will include compensation and governance information included in proxy statements.

The Division of Corporation Finance welcomes input and comments on how to improve disclosure and make it more effective. Information that is submitted will become part of the public record.