The 53rd Annual Securities Regulation Institute (SRI) opened with remarks from Chair of Goodwin's Public Company Advisory Practice, Dave Lynn, who is serving as Institute Chair, setting the tone for several days of discussion focused on the most pressing issues facing public companies, boards, and capital markets practitioners.
This year's Institute is being held January 26–28 in Coronado, California, bringing together leading practitioners, regulators, and market participants for in-depth conversations on securities regulation, governance, and regulatory developments.
Dave Lynn kicked off the conference by introducing SEC Commission Mark Uyeda, who delivered the conference's keynote address.
Commissioner Uyeda provided his views of the core mission of the SEC: ensuring the quality of financial reporting and public disclosure, preserving the integrity of capital markets and detecting and preventing fraudulent behavior. Echoing statements made by SEC Chairman Paul Atkins, Commissioner Uyeda stated that the SEC is reviewing the disclosure regime to focus on materiality of disclosure. Beyond just speaking philosophically, he referenced several items under Regulation S-K that the Commission and its Staff are likely to address:
- Item 408: The disclosure regarding the decision of why a company does not have an insider trading policy;
- Item 404: The related party transaction thresholds and narrative disclosure;
- Item 106: Streamlining the discussion of cybersecurity governance;
- Item 701: The three-year lookback period requiring disclosure of unregistered sales of securities;
- Item 201: The requirement to disclose the number of record holders and the benefits of the five-year stock performance graph; and
- Item 104: Considering whether the mine safety disclosure is best handled in Form 10-K and Form 10-Q.
Commissioner Uyeda also discussed potential ways to modernize the capital-raising framework, including the possibility of expanding the Emerging Growth Company (EGC) framework, such as by extending the period during which EGC status is available, as well as making Form S-3 registration more widely available to a broader group of issuers.
As the conference continues, the sessions ahead will build on these themes, offering a deeper dive into the regulatory issues most relevant to public companies and the practical considerations companies and advisers are navigating in an increasingly complex regulatory environment.