The State of Disclosure Review: Insights from the SEC

The State of Disclosure Review: Insights from the SEC

By Prathamesh 2 July, 2024

Erik Gerding, Director of the Division of Corporation Finance at the US Securities and Exchange Commission (SEC), recently shared reflections on the SEC’s Disclosure Review Program. Gerding took the chance to look at the state of disclosure for 2023 and share some of the SEC’s disclosure priorities for 2024.

The annual report review program is the SEC’s primary method used to monitor and enhance compliance with disclosure rules and accounting requirements. As part of the review programme, a selection of disclosures are reviewed – over 3,300 in 2023. The main areas commented on in 2023 included China-related matters, non-GAAP disclosures, management’s discussion and analysis (MD&A), and financial statement presentation.

Staff also pay attention to trends or market risks that could require additional focus to improve disclosures – timely issues in 2023 included inflation, banking disruption, and disclosures in line with recently adopted rules on pay versus performance (PVP). By focusing in on potentially challenging disclosures, such as PVP, the Division staff can observe some disclosure issues in complying with the new rule and identify areas where staff observations could be helpful to the reporting companies or investors.

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