As You Sow has formally challenged proposed changes to Regulation S-K, filing a comment letter with the SEC in response to chairman Paul Atkins’ January statement on reform.
The organization is urging the regulator not to weaken what it describes as a core disclosure framework governing how public companies report risk, governance and financial information to investors. Instead, it argues that the rules should be strengthened to reflect growing market complexity and rising material risks.
‘Regulation S-K is the foundational disclosure framework that governs risk, governance and financial information. It should be strengthened not diminished,’ said Andrew Behar, CEO of As You Sow. ‘Investors depend on these standardized, legally reliable disclosures to evaluate risk, compare companies and make informed decisions about how to invest their money. Weakening disclosure requirements will undermine the transparency that makes the US the most trusted market in the world.’
Andrew Behar, CEO of As You Sow
In its letter, As You Sow points to key provisions within Regulation S-K, including risk factor reporting, MD&A, business descriptions and executive compensation disclosures, as essential tools for investors. These disclosures, it argues, support oversight of corporate risk and enable shareholders to engage effectively with management.
The group also rejects the idea that disclosure requirements should be reduced due to so-called information overload’. It argues that investors now rely on advanced analytical tools to process large datasets efficiently and that prioritizing brevity over completeness would reduce the usefulness of disclosures over time.
As You Sow further highlights historical examples where S-K disclosures helped identify risks before they materialized. It notes that shareholder proposals on executive compensation ahead of the 2008 financial crisis relied on such disclosures to flag misaligned incentives. More recently, it cites its own use of disclosures to identify platform safety risks at Meta Platforms, which were later validated by jury verdicts in 2026.
The letter also raises concerns about proposals to shift toward an issuer determined materiality standard. According to As You Sow, allowing companies to define what is material risks undermining comparability across issuers and could lead to less reliable reporting. It also opposes any expansion of safe harbor protections, arguing that anti-fraud provisions are critical to maintaining trust in disclosures.
‘This comment letter is part of our broader effort to protect the rights and tools that investors depend on,’ says Danielle Fugere, president and chief counsel of As You Sow.
‘At a time when the SEC is retreating from the shareholder proposal and no-action process; restricting exempt solicitation distribution; and now considering gutting core disclosure rules, investors need to speak up. Regulation S-K is not red tape – it is the information infrastructure that enables informed investing. Without it, you don’t have a functioning free market.’
Danielle Fugere, president and chief counsel of As You Sow
However, not all stakeholders share this view. The Society of Corporate Governance has also submitted a comment letter supporting modernization of Regulation S-K. Its recommendations include reducing duplicative or low value disclosures, aligning reporting more closely with traditional materiality principles and lowering compliance costs while maintaining investor protection.
The Society’s position reflects a broader concern among some companies and regulators that current disclosure requirements can overwhelm investors with information that may not be directly relevant to investment or voting decisions.
This divergence raises the question of whether a middle ground is possible. Behar rejects that premise, arguing that the issue is not excess information but insufficient accuracy and enforcement.
He tells Governance Intelligence: ‘Rule S-K should be reformed to require more material information, not less and add in enforcement regarding timing and accuracy. Investors can absolutely handle the current flow of data and with AI it could be increased. The problem is that companies often provide inaccurate information (for example Scope 3 emissions) and there is little or no SEC enforcement.’
He adds that ‘the vast majority’ of shareholder resolutions ask for more detailed material information to enable investors to make better-informed decisions.
‘This clearly shows that the financial world is hungry for more data as material risks increase,’ says Behar. ‘The proposed S-K changes to throttle back on disclosures is happening at exactly the same time as material risks increase – it is like the movie Don’t Look Up, if you don’t look at the risk, it will not be there. The rule changes will essentially blind investors and not allow them to do their fiduciary duty at the most dangerous possible moment. I predict that the proposed changes will drive investments out of the US to other markets that are designed to assess and address risk.’
With regulators, investors and issuers sharply divided, the question remains whether Regulation S-K can be reformed in a way that preserves transparency while addressing concerns around efficiency or whether the current debate signals a more fundamental clash over the future of corporate disclosure.