Heads Up — SEC proposes rule to modernize MD&A and related financial disclosure requirements

Published on: 10 Feb 2020

This Heads Up discusses the SEC’s recently issued proposed rule Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information, which would modernize Management’s Discussion and Analysis (MD&A) and certain financial disclosure requirements in SEC Regulation S-K. Specifically, the proposal would:

  • Eliminate Regulation S-K, Item 301, “Selected Financial Data.”
  • Eliminate Regulation S-K, Item 302, “Supplementary Financial Information.”
  • Amend certain aspects of Regulation S-K, Item 303, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
  • Make conforming changes to the forms used by foreign private issuers.

The Heads Up also discusses interpretive guidance on disclosure considerations related to key performance indicators and metrics in MD&A, which the SEC issued separately, as well as SEC Chairman Jay Clayton’s public statement on the proposed rule and interpretive guidance.


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