Late last week, the House Financial Services Committee voted unanimously to require the SEC to study and subsequently implement measures aimed at eliminating "duplicative, overlapping, outdated, or unnecessary" disclosures from corporate securities law disclosures, including the proxy statement. The bill, H.R. 1525, the Disclosure Modernization and Simplification Act of 2015, was introduced by Capital Markets Subcommittee Chairman Scott Garrett (R-NJ) and would require the SEC to take steps to address the "low hanging fruit" among outdated regulations, by revising regulations within 180 days of the bill being passed to:
- Reduce the burden on emerging growth companies, accelerated filers (i.e., large companies), and smaller companies while still providing material information to investors;
- Eliminate "duplicative, overlapping, outdated, or unnecessary" provisions from Regulation S-K.
Further, for aspects of the SEC disclosure regime that require further review and thought, the bill would require conduct a study on Regulation SK within 180 days which would:
- Determine how best to modernize and simply the disclosure requirements to reduce costs and burdens on companies while providing material information;
- Emphasize a "company by company' approach which creates a relevant disclosure without boilerplate language;
- Evaluate "methods of information delivery and presentation"