United States: SEC Proposes Streamlining Disclosure Requirements

Proposal Contains Mostly Technical Changes With Limited Impact on the Substance of Required Disclosures

In a 318-page release published on July 13, 2016 and linked here, the SEC is proposing a number of technical amendments to disclosure requirements for SEC filers that it believes have become outdated or are identical or similar to overlapping requirements contained in other SEC rules, US GAAP or IFRS. The release is also soliciting comment on whether some disclosure requirements that overlap with US GAAP but require incremental information should be eliminated or referred to the FASB for potential incorporation into US GAAP. This is the first rule proposal that the SEC has issued as part of its ongoing disclosure effectiveness review. Comments on the release will be due 60 days after its publication in the Federal Register, which should occur shortly. Disclosure requirements will not change until the SEC adopts final rules.

Redundant or Duplicative Requirements

The SEC's disclosure rules are primarily contained in Regulation S-X, which deals with disclosures in financial statements, and Regulation S-K, which addresses disclosures in the non-financial part of SEC filings, such as the business section, MD&A and risk factors. In the release, the SEC proposes to eliminate several S-X requirements because they are substantially identical to financial statement disclosures required by US GAAP or IFRS. Examples include requirements relating to foreign currency disclosure, consolidation, changes in issued debt, income tax rate reconciliation, related party transactions, material contingencies, and EPS, among others. The SEC reasons that eliminating these duplicative requirements would simplify compliance. There would be no substantive changes in the financial statement disclosures as a result of these proposed eliminations.

Overlapping Requirements

  • Proposed Deletions. The SEC proposes deleting disclosure requirements that, although not identical, are reasonably similar to overlapping US GAAP, IFRS, or other disclosure requirements or require disclosure that the SEC believes is no longer useful to investors. We summarize most of the changes below.
    • Financial Statement Disclosures. The SEC proposes to delete a number of S-X requirements that it regards as substantially similar to disclosures required by US GAAP and, in one instance, in the MD&A. Examples include disclosures about repurchase and reverse repurchase agreements, derivative accounting, pro forma information in interim financial statements in connection with business combinations and dispositions, among many others. In addition, for REITs, the SEC proposes to eliminate disclosures about REIT status in the financial statements because they are covered in S-K disclosure.
    • Non-Financial Statement Disclosures. The SEC proposes to delete requirements for disclosures in the business section about segment financial information and performance, geographic areas, including foreign operations, and seasonality, all in reliance on similar disclosures required in the financial statements and MD&A. In addition, the SEC proposes to remove S-K and 20-F requirements to disclose information about research and development in reliance on similar disclosures required in the financial statements under US GAAP or IFRS.
    • Compensation Plan Disclosures. The proposal would eliminate the table currently required in 10-Ks (or forward- incorporated from the proxy statements) for existing equity compensation plans with equity securities authorized for issuance in reliance on similar disclosures required in the financial statements under US GAAP. Proxy disclosures about equity compensation plans submitted to shareholders for approval would not change.
    • Ratio of Earnings to Fixed Charges. The SEC also proposes removing the requirements for issuers of registered debt securities to disclose a ratio of earnings to fixed charges and for issuers of registered preferred equity securities to disclose a ratio of dividends to earnings. The release points out that many of the components of these ratios are included or can be derived from the financial statements.
    • Proposed Integrations. The SEC proposes integrating various overlapping disclosure requirements. The proposal would streamline the disclosure requirements about restrictions on dividends that are currently in various places into a single comprehensive requirement in the financial statements. Another change would eliminate the need to discuss expected changes in geographic performance in the business section and would instead add a specific reference to geographic areas to the required disclosure in the MD&A.
  • Potential Modifications, Eliminations, or FASB Referrals. The release is also soliciting comment on some SEC disclosure requirements that overlap with US GAAP but require incremental information. The SEC is asking whether those requirements should be retained, modified or eliminated or referred to the FASB for potential incorporation into US GAAP. The release indicates that the SEC staff has discussed these overlapping requirements with the FASB staff.
    • Financial Statement Disclosures. A number of the SEC requirements that overlap with disclosures required by US GAAP are contained in Regulation S-X and thus relate to the content of the financial statements. Examples include consolidation matters, discounts on shares, assets subject to lien, defaults and matters relating to financing arrangements, related parties, repurchase and reverse repurchase agreements, and some disclosures in interim financial statements, among others.
    • Products and Services and Major Customers. Disclosure about revenue from products and services is currently required by S-K in the business section and by US GAAP in the financial statements, although at different thresholds. S-K requires this disclosure for any class of similar products or services which accounted for 10% or more of consolidated revenue in any of the last three fiscal years. US GAAP requires it for each product or service, or groups of similar products or services, unless impracticable. Similarly, both S-K and US GAAP currently require disclosures about major customers, but at different thresholds and with differences in the amount of required disclosure. S-K requires disclosure if loss of a customer, or a few customers, would have a material impact on a segment. US GAAP requires disclosure for each customer that comprises 10% or more of consolidated revenue, but without naming the customer. S-K requires the issuer to name any customer that represents 10% or more of consolidated revenue and whose loss would have a material adverse effect.
    • Legal Proceedings. As we had pointed out in our comment letter on the SEC staff's disclosure effectiveness initiative, there are similarities between the litigation disclosures required by S-K Item 103 and those required by US GAAP. The SEC notes in the release that in their litigation disclosures issuers often repeat or cross-reference the corresponding information in the financial statements. However, the release also points out several differences in the criteria for disclosure of legal proceedings. For example, S-K exempts ordinary routine litigation from disclosure, while US GAAP does not. US GAAP is also more expansive in disclosure requirements for proceedings involving related parties. There are further differences in the disclosures required with respect to environmental matters and with respect to materiality and probability considerations. On page 101, the release includes a useful table detailing these and other differences.

Outdated and Superseded Requirements

The SEC identifies and proposes amendments to and deletions of disclosure requirements that have become obsolete as a result of the passage of time or changes in the regulatory, business, or technological environment. For example, the proposal would delete references to the SEC's Public Reference Room, replace detailed disclosure requirements for most issuers on the trading of their stock with the disclosure of the trading market and ticker symbol, and delete requirements relating to disclosure of readily available foreign exchange data. For IPOs by foreign private issuers, the proposed changes would permit using annual financial statements that are older than 12 months but not older than 15 months without the need for a waiver from the SEC staff. The SEC also proposes to update some disclosure requirements to reflect more recently updated other disclosure requirements, or more recently updated US GAAP requirements, for example, deleting references to the obsolete concepts of extraordinary items and cumulative effect of a change in accounting principle, among many others.

Potential Implications of Proposed Changes

While many of the proposed changes are mere clean-up in the SEC's rules that will have no or little substantive impact on disclosures, others could affect public company reporting and auditing in several ways. The SEC highlights the following considerations in its release.

  • Disclosure Location. Some of the proposed changes would result in a relocation of disclosure within filings, often from the non-financial portion of the filing in the business description or MD&A to the financial statements. The SEC notes that changing the location of disclosure may change the prominence and/or the context of the disclosure, potentially impacting investors' review and perception of that disclosure.
  • Auditor Involvement and Internal Controls. If the relocation moves disclosure into or out of the financial statements, it would change whether such disclosure is subject to an annual audit or interim review by the issuer's auditors and to internal control over financial reporting. Greater reliance on financial statement disclosure may impact audit procedures and audit costs as well as the design and testing of internal controls.
  • Forward Looking Statements Safe Harbor. Whether disclosure is contained in financial statements or in non- financial disclosure would affect the availability of the Private Securities Litigation Reform Act safe harbor for forward-looking statements. The safe harbor is not available for financial statement disclosures. The SEC queries whether the absence of safe harbor protection may discourage issuers from providing supplemental forward-looking information with respect to disclosure requirements relocated to the financial statements.
  • Bright-Line Disclosure Thresholds. Some of the proposed changes implicate overlapping or similar disclosure requirements that differ due to the fact that one set of requirements includes a bright line disclosure threshold, such as a dollar amount or a percentage, while the other does not. The SEC notes that elimination or addition of a bright line test in certain circumstances may both change disclosure burdens on issuers and the level of disclosure to investors.
  • Materiality Considerations. As part of its Disclosure Framework project, the FASB has recently proposed clarifications to the concept of materiality under GAAP and its application to financial statement disclosures. A relocation of disclosures to the financial statements pursuant to a potential incorporation of some incremental requirements into US GAAP should also be considered in the context of these pending FASB proposals.
  • Smaller Reporting Companies. Because US GAAP, unlike the SEC's rules, does not have scaled disclosure requirements for smaller reporting companies, the SEC notes that relocating requirements to US GAAP may result in additional disclosure obligations for those companies.


In this very detailed release, the SEC is proposing a number of changes to update and streamline disclosure requirements. The SEC laudably aims to improve information available for investors while simplifying compliance by issuers, without significantly altering the total mix of information. Although the effort to review existing rules and identify these proposed changes must have been significant, many represent clean-up that will have little substantive impact. Others, especially the potential incorporation of SEC disclosure requirements into US GAAP, may require further analysis. If you have any questions about the release or would like to discuss or otherwise provide input on the proposals, please feel free to reach out to any of your Shearman & Sterling contacts below.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Similar Articles
Relevancy Powered by MondaqAI
Sheppard Mullin Richter & Hampton
In association with
Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Sheppard Mullin Richter & Hampton
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions