Comment: Concept Release -- Business and financial disclosure required by Regulation S-K

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We broadly support the Commission’s efforts to enhance the effectiveness of public company disclosures and to modernize the content of registration statements and periodic reports. In preparing our comments, we considered the goal of the SEC’s Disclosure Effectiveness Initiative to make disclosure more effective and useful for investors and other stakeholders. In light of this overarching objective and our perspective as independent accountants, the main themes of our comments are:

  • A principles-based disclosure framework, with clearly established objectives, could reduce from registrants’ filings boilerplate information and/or other information that may not be relevant for users. Further, such a framework may provide a natural mechanism for tailorable disclosures without prescriptive scaling for registrants of differing size.
  • While we do encourage the streamlining of information included in documents filed with the SEC and are supportive of the use of hyperlinks and cross-referencing, there are some challenges to consider with respect to auditor association.
  • The Concept Release notes, and we have observed, areas in Regulation S-K that warrant updating to minimize overlap with U.S. GAAP requirements.

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