- within Antitrust/Competition Law and Immigration topic(s)
On January 13, 2026, SEC Chairman Paul S. Atkins has announced a
comprehensive, materiality‑first review of Regulation
S‑K to combat disclosure overload and sharpen focus on what a
reasonable investor would find useful for making investment
decisions. Chairman Atkins noted that over the past four decades
Regulation S-K has expanded substantially, and current disclosures
often mix information that is material to reasonable investors with
large volumes of immaterial detail. Citing the materiality standard
reflected in TSC Industries v. Northway, he emphasized
that overwhelming investors with immaterial information undermines
investor protection and capital formation. The goal of the
SEC's review is to refocus disclosure requirements so that
periodic reports and proxy statements clearly convey information
that a reasonable investor would consider important in making
investment or voting decisions.
This initiative piggybacks on the SEC's 2025 roundtable on
executive compensation disclosure (Item 402 of Reg S-K), which has
generated more than 70 unique comment letters. The SEC staff is
currently preparing recommended changes to Item 402 that could
streamline narrative requirements, clarify the CD&A
(Compensation Discussion and Analysis), and modernize or
consolidate legacy tables to better connect intended and realized
pay. The feedback to date highlights that length and complexity
dilute the usefulness of current pay disclosures, reinforcing the
case for simplification and clarity. The SEC has published
roundtable resources and comment files, and the staff are actively
developing Item 402 recommendations, with broader S‑K
proposals to follow.
Companies and boards should consider providing comments to the SEC on Regulation S-K before the April 13, 2026 deadline. Comments can be submitted via the SEC's online form, by email to rule-comments@sec.gov with "CLL15" in the subject line, or by mail to the Office of the Secretary, using only one method per submission; personal information will not be redacted.
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