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33-10750, Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information . SEC Updates Regulation... Corporate Governance Update SEC Updates Regulation S-K Disclosure Requirements for Business Description, Legal Proceedings and Risk Factors, and Mandates Human Capital Disclosure Modernization of Regulation S-K Items 101, 103, and 105 - Follow-up letter Dear Chairman Clayton and Secretary Countryman: We are submitting a supplemental letter to the California State Teachers’ Retirement System 33-10668, Modernization of Regulation S-K Items 101, 103, and 105. On August 26, 2020, the Securities and Exchange Commission (the “Commission”) adopted amendments to modernize the description of business (Item 101), legal proceedings (Item 103), and risk factor disclosures (Item 105) that registrants are required to make pursuant to Regulation S-K. Modernization of Regulation S-K Items 101, 103 and 105 The SEC adopted the following key changes to Items 101, 103 and 105 of Regulation S-K that became effective on November 9, 2020. We have received questions about the disclosure requirements and related rules adopted in the Modernization of Regulation S-K Items 101, 103, and 105 rulemaking (Securities Act Release No. Modernization of Regulation S-K Items 101, 103 and 105 The SEC adopted the following key changes to Items 101, 103 and 105 of Regulation S-K that became effective on November 9, 2020. On August 26, 2020, the Securities and Exchange Commission (the “SEC”) finalized its proposed rule amending the disclosure requirements under Items 101, 103, and 105 of Regulation S-K. For more detailed information on these changes, see our separate client alerts available here and here . Commissioner Caroline Crenshaw. The rules become effective 30 days after publication in the Federal Register . We are proposing amendments to modernize the description of business (Item 101), legal proceedings (Item 103), and risk factor (Item 105) disclosure requirements in Regulation S-K. We are proposing amendments to these items to improve these disclosures for investors and to simplify compliance for registrants. General development of business. ACTION: Proposed rule. S-K Modernization Rule Takes Effect November 9th. 4 ?The proposals were also consistent with and further promoted the objectives of the Fixing America's … Modernization of Disclosures Under Regulation S-K Items 101, 103 and 105 The final rules updating Regulation S-K amend Item 101, which pertains to the description of the registrant’s business, Item 103, which pertains to a description of legal proceedings, and Item 105, which pertains to … 4 SEC Proposed Rule Release No. We appreciate the effort to improve disclosures for both users and preparers. Regulation S-K Modernization On August 26, 2020, the Securities and Exchange Commission (“SEC”) adopted final amendments modernizing Regulation S-K Items 101 (Description of the Registrant’s Business), 103 (Legal Overall, we support the Commission’s proposed amendments to modernize Regulation S-K Items 101, 103, and 105. SEC goes public with first significant changes to business-description disclosures in 30 years. The US Securities and Exchange Commission (SEC) issued final rule 33-10825, Modernization of Regulation S-K Items 101, 103, and 105, on August 26, 2020.. On Aug. 8, 2019, the Commission proposed amendments to modernize the disclosure requirements in Items 101, 103, and 105 of Regulation S-K. Amendments to Regulation S-K Help Simplify Disclosure Compliance. 33-10825, Modernization of Regulation S-K Items 101, 103, and 105. The proposals were part of a comprehensive evaluation of the Commission's disclosure requirements that was recommended in the staff's Report on Review of Disclosure Requirements in Regulation S-K ("S-K Study"). Statement on the “Modernization” of Regulation S-K Items 101, 103, and 105. Item 101(c) of Regulation S-K – Narrative Description of Business 33-10825, “Modernization of Regulation S-K Items 101, 103, and 105,” which amends Regulation S-K disclosure Items: 105, “Risk Factors.”. We submit this comment in response to the Commission’s “Modernization of Regulation S-K Items 101, 103, and 105” (Proposed Rule). … The amendments the Commission adopted update these items to reflect the many changes in our capital markets and the do… The Amendments modernize certain disclosure requirements in Regulation S-K, including description of the business (Item 101–17 C.F.R. On August 26, 2020, the SEC issued a final rule 1 that modernizes the disclosure requirements in Regulation S-K, Item 101, “Description of Business”; Item 103, “Legal Proceedings”; and Item 105, “Risk Factors.” 229.101), legal proceedings (Item 103–17 C.F.R. We believe that modernizing Items 101, 103, and 105 will result in improved disclosure, tailored to reflect registrants ’ particular circumstances, and reduce disclosure costs and burdens. On August 26, 2020, as part of its continued effort to update and modernize public company disclosure requirements, the U.S. Securities and Exchange Commission (the “Commission”) adopted amendments to Item 101 (“Description of Business”), Item 103 (“Legal Proceedings”) and Item 105 (“Risk Factors”) of Regulation S-K at an open meeting of the Commission. SEC commissioners voted to issue a 116 page proposing release to modernize parts of Regulation S-K – specifically, Item 101 (business description), Item 103 (legal proceedings) and Item 105 (risk factors). Modernization of Regulation S-K Items 101, 103, and 105 AGENCY: Securities and Exchange Commission. 3 SEC Proposed Rule Release No. Heads Up is prepared by members of Deloitte's National Office as developments warrant. If the risk factor discussion is included in a registration statement, it must immediately follow the summary section required by 229.503 (Item 503 of Regulation S-K). 33-10668 (Aug. 8, 2019) [84 FR 44358 (Aug. 23, 2019)] ("Proposing Release"). SEC updates certain Regulation S-K disclosures. Currently, this item requires a description of the general development of the business during the past five years, or any shorter period the company may have been in business. September 03, 2020. Modernization of Regulation S-K Items Explained In late 2020, the Securities and Exchange Commission (SEC) issued a Final Rule for financial statement disclosures. 33-10668, “Modernization of Regulation S-K Items 101, 103, and 105.” 2 The SEC staff’s report was issued under a mandate in the Fixing America’s Surface Transportation Act 3 • • SUMMARY: The Securities and Exchange Commission (“Commission”) is proposing for See Modernization of Regulation S-K Items 101, 103, and 105, Release No. The final rules are in Release No. [ 1] See also Commissioner Caroline A. Crenshaw, Statement on the “Modernization” of Regulation S-K Items 101, 103, and 105, (Aug. 26, 2020) (recommending that the Commission “form an internal task force to undertake an SEC Proposed Rule Release No. Regulation S-K Text Before After Modernization of Items 101, 103, and 105 229.101 (Item 101) Description of business. The SEC issued a Final Rule, Modernization of Regulation S-K Items 101, 103, and 105, to update the description of business, legal proceedings, and risk factor disclosure requirements in Regulation S-K, which have not been significantly revised in over 30 years. 33-10750) • Amendments to Financial On August 26, 2020, the Securities and Exchange Commission (the “SEC”) finalized its proposed rule amending the disclosure requirements under Items 101, 103, and 105 of Regulation S-K. See FAST Act Modernization and Simplification of Regulation S-K, Release No. Modernization of Regulation S-K Items 101, 103, and 105 Background On Aug. 8, 2019, the The Securities and Exchange Commission (“SEC”) recently issued Final Rulemaking Release No. The changes in the final amendments are designed to make the requirements more principles-based and more flexible. We believe that, in light of our proposed amendments to Item 101, combining the two items would not improve registrants’ business disclosure or simplify compliance. Item 101(a) required a description of the general development of the business of the company, including certain specific disclosures for a five-year period or such shorter period as the company has been in business. Regulation S-K Item 101 (c) previously required a narrative description of the issuer’s business, including, to the extent material, a list of line item disclosures. The amendments to Item 101 (c) sets forth a non-exclusive list of disclosures: These disclosure requirements have not undergone significant revisions in over 30 years. Modernization of Regulation S-K Items 101, 103 and 105 FINANCIAL REPORTING INSIGHTS | August 27, 2020 The SEC recently issued a final rule, Modernization of Regulation S-K Items 101, 103, and 105, which includes the following revisions, among others: Agenda • Modernization of Regulation S-K Items 101, 103 and 105 (SEC Release No. Modernization of Regulation S -K Items 101, 103, and 105 • Release 33-10889 Electronic Signatures in Regulation S- T Rule 302 This publication outlines the SEC’s requirements for the content of Form 10 -Q effective as of 30 SEC consultation on the modernization of Regulation S-K. Letter sent to the Securities and Exchange Commission, 22 October 2019. Nasdaq's Response to the SEC's Proposed Modernization of Regulation S-K Items 101, 103 and 105 On October 29, 2019, Nasdaq issued a comment letter on the SEC’s … Memorandum from the Office of Commissioner Allison Herren Lee regarding an October 2, 2019, meeting with representatives of Refinitiv. 33-10825) • Proposed Modernization of Regulation S-K Items 301, 302 and 303 (SEC Release No. 10/27/2020. On August 26, 2020, the Securities and Exchange Commission (the “Commission”) adopted amendments to modernize the description of business (Item 101), legal proceedings (Item 103), and risk factor disclosures (Item 105) that registrants are required to make pursuant to Regulation S-K. 5 FASB Accounting Standards Codification (ASC) Topic 450, Contingencies. The update impacts requirements in Regulation S-K Items 101, 103, and 105, which cover the Description of Business, Legal Proceedings, and Risk Factors. 1. As amended, Item 101(a): 1. replaces the five-year Regulation S-K.3 1 SEC Proposed Rule No. On August 8, 2019, the Commission proposed amendments to modernize the description of business (Item 101), legal proceedings (Item 103), and risk factor (Item 105) disclosure requirements in Regulation S-K. [ 3] The proposals were intended to improve these disclosures Start Printed Page 63727 for investors and to simplify compliance for registrants. 33-10668, Modernization of Regulation S-K Items 101, 103, and 105. Oct. 3, 2019. In This Issue • Introduction • … How to Submit Comments. 229.105). 3 See Deloitte’s April 18, 2016, Heads Up on the concept release. Proposed Rule: Modernization of Regulation S-K Items 101, 103, and 105. 33-10825).1 We refer to these recently amended requirements as the “new” rules and the disclosure requirements that were changed as the “old” rules. 33- 10618 (Mar. Describe the general development of the business of the registrant, its subsidiaries, and any predecessor(s) during … SEC Adopts Changes to Modernize Certain Disclosures Under Regulation S-K. September 2, 2020. See the SEC staff’s 2013 Report on Review of Disclosure Requirements in Regulation S-K, its 2016 Report on Modernization and Simplification of Regulation S-K, and the SEC’s. The move is part of the agency’s broader effort to simplify and modernize the disclosure rules in Reg S-K , which lays out the reporting requirements for periodic reports. Good morning, and thank you to the Chairman, my fellow Commissioners, and to the staff for helping me get up to speed on this rule in my first week and a half on the job. As the largest public defined benefit pension fund in the United States, we manage more than $380 billion Aug. 26, 2020. 20, 2019) [84 FR 12674 (April 2, 2019 )] (“FAST Act Adopting Release”). On Monday, November 9, 2020, the SEC’s rule for modernizing Regulation S-K Items 101, 103, and 105 goes into effect. 229.103), and risk factors (Item 105–17 C.F.R. SEC Amends Regulation S-K Item 101, 103 and 105.