Publications September 29, 2016

SEC Issues Request for Comment on Subpart 400 of Regulation S-K as Part of Disclosure Effectiveness Initiative

On August 25, 2016, the U.S. Securities and Exchange Commission (SEC) issued an 8-page request for comment seeking public input on the disclosure requirements of Subpart 400 of Regulation S-K (Management and Certain Security Holders). The request for comment is a follow-up to the 341-page concept release issued by the SEC staff in April 2016 seeking public input on modernizing the business and financial disclosure requirements in Regulation S-K as part of the SEC staff’s Disclosure Effectiveness Initiative, a broad staff review of the SEC’s public company disclosure, presentation and delivery requirements. The April 2016 concept release focused only on business and financial disclosure requirements in Regulation S-K, which have changed little since they were first adopted. By contrast, many disclosure requirements in Subpart 400 have undergone some revisions in recent years, so the SEC is not expected to prioritize rulemaking changes in this area. Rather than presenting questions to elicit public input or proposing specific revisions to disclosure requirements, the request for comment simply invites interested parties to submit any comment on any matter relating to the following items that comprise Subpart 400:

  • Item 401, which generally requires certain disclosures about a registrant’s directors, executive officers, promoters and control persons;
  • Item 402, which generally requires disclosure of all plan and non-plan compensation awarded to, earned by, or paid to a registrant’s named executive officers and directors;
  • Item 403, which generally requires a description of the security ownership of certain beneficial owners and management;
  • Item 404, which generally requires a description of certain transactions with related persons, promoters and certain control persons;
  • Item 405, which generally requires a registrant to identify certain persons who failed to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act of 1934 during the most recent fiscal year or prior fiscal years;
  • Item 406, which generally requires disclosures about whether the registrant has adopted a code of ethics that applies to certain of the registrant’s executive officers; and
  • Item 407, which generally requires certain corporate governance disclosures about director independence, board meetings, various board committees and any process for shareholder communications.

The SEC notes that the comments received in response to the request for comment will inform the SEC in carrying out the study of Regulation S-K required by Section 72003(a) of the Fixing America’s Surface Transportation Act.

The request for comment is available online at
Comments are due on or before October 31, 2016.