By Liz Dunshee
Last week, SEC Chair Paul Atkins announced that the staff would be taking a comprehensive look at Regulation S-K, which drives most of the line item disclosure requirements that apply to public companies and companies looking to go public. To give you a sense of what a big deal this overhaul initiative could be, here are some of the disclosures currently governed by Regulation S-K:
- Description of business
- Risk factors
- Cybersecurity oversight
- Management’s discussion and analysis of financial condition and results of operations
- Changes in and disagreements with accountants on accounting and financial disclosure
- Changes to internal control over financial reporting and effectiveness of disclosure controls and procedures
- Security ownership of beneficial owners and management
- Related party transactions
- Details about the board’s structure and oversight role
- Changes to insiders’ Rule 10b5-1 plans
- Recent sales of unregistered securities
- Purchases of equity securities by the company and affiliated persons
- Aspects of non-GAAP disclosures
- Required exhibits
- Use of proceeds
- Plan of distribution
There are also several Regulation S-K requirements that have become outdated. While you may not notice these as much, they do require effort to track, and seem to do nothing more than add pages to registration statements and reports – along with enforcement and liability risks for companies.
You might be wondering about executive compensation disclosures, which have been a major pain point for years. Don’t worry, those are also up for review. Last week’s announcement builds on an in-process effort focused on that topic. Cooley submitted a letter to suggest specific changes that would help newly public and smaller companies.
As Chair Atkins explained in this October 2025 speech, simplifying and scaling disclosures is one of the three pillars in his strategy to “Make IPOs Great Again” (along with de-politicizing shareholder meetings and reforming the litigation landscape). It’s too early to tell how far the staff will go with this overhaul, but at the very least, the call for comments is a unique opportunity for companies to help shape the registration process and public company disclosure requirements.
To that end, Cooley is preparing a comment letter to advocate for durable changes that will help the issuer community, and your client team would welcome examples about disclosure burdens and what you’ve observed from investor meetings and behaviors. SEC Commissioners have said that they’re looking to return to “materiality” as a north star – i.e., information your investors consider important in making investment decisions.
As my colleague Broc Romanek noted on The Governance Beat (Cooley’s blog for real-time developments affecting public companies), it’s unclear what the rulemaking process will look like or how long it will take. Until we have final rules – which will take some time – the current disclosure requirements will continue to apply, and getting them right still matters. To stay ahead of common pitfalls, check out the resources on our IPO GO tool, featuring our fictional company, “Lazy Susan,” and its interactive Form S-1.
