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On January 13, 2026, SEC Chair Paul Atkins issued a statement directing the Division of Corporation Finance to conduct a comprehensive review of Regulation S-K, which governs various qualitative disclosures required in public company filings. The statement positions the review as a move back to materiality-first disclosure and away from immaterial information that can obscure what matters. Chair Atkins cites the TSC Industries v. Northway decision, which warned that an "avalanche" of immaterial disclosure does not benefit investors.
For public companies, this initiative signals the SEC's shift from prescriptive, line-item requirements toward leaner, materiality-driven disclosure. Practical implications to watch include:
- Disclosure streamlining opportunities: expect rulemaking proposals to pare back certain Regulation S-K items and reduce duplicative narrative disclosure.
- More judgment, more process: a materiality-first disclosure posture typically means more emphasis on why something is or is not disclosed — i.e., if certain Regulation S-K items are refocused on materiality, companies may want to tighten documentation and controls around their materiality disclosure judgments.
- Executive compensation disclosure appears to be a near-term focus area: the statement highlights prior SEC outreach on Item 402 of Regulation S-K and the SEC staff's ongoing work toward recommendations, suggesting that proposed changes to executive compensation disclosure may come sooner than other areas.
Companies can submit comments using one of the methods outlined in the statement by April 13, 2026.
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