On Friday, the Staff of the Division of Corporation Finance revised two and withdrew one of the Regulation S-K Compliance and Disclosure Interpretations addressing disclosure of environmental proceedings pursuant to Item 103 of Regulation S-K. These changes to the CDIs appear to stem from the updates to Item 103 that occurred in August 2020 in Release No. 33-10825, Modernization of Regulation S-K Items 101, 103, and 105. Those changes were intended to “update these rules to account for developments since their adoption or last revision, to improve disclosure for investors, and to simplify compliance for registrants.” The SEC reorganized Item 103 to incorporate the instructions into the text of the rule and to modify the quantitative thresholds for environmental proceedings.

In the updated CDIs, the Staff withdrew Question 105.02, which previously indicated that language in former Instruction 5 to Item 103 regarding administrative or judicial proceeding arising under “local provisions” was interpreted to include environmental actions brought by a foreign government. The Staff revised Question 105.01 to update the prior reference to a deleted instruction and to eliminate a reference to the Staff’s former view and instead only reference the Staff’s current view, which remained unchanged. In Question 105.03, the Staff revised the references to an instruction that was eliminated in the 2020 rulemaking to instead refer to the relevant text of the rule.

– Dave Lynn