As You Sow Urges SEC to Protect Corporate Disclosure Rules Investors Depend On for Informed Decision-making
Statement For Immediate Release
In comment letter to the SEC, shareholder representative warns that weakening Regulation S-K would undermine risk evaluation, reduce corporate accountability, and jeopardize the transparency that makes U.S. capital markets the strongest in the world
MEDIA CONTACT: Ryon Harms, [email protected], (310) 730-9407
EL CERRITO, CALIFORNIA – April 8, 2026 – As You Sow today submitted a formal comment letter to the U.S. Securities and Exchange Commission urging the agency to refrain from eliminating or materially weakening Regulation S-K, the foundational disclosure framework that governs risk, governance, and financial information that public companies are required to provide to investors. The letter was filed in response to SEC Chairman Paul Atkins’ January 13, 2026 Statement on Reforming Regulation S-K.
“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 U.S. the most trusted market in the world.”
In its letter, As You Sow describes how the free market relies on specific Regulation S-K disclosures—including risk factor reporting (Item 105), Management’s Discussion and Analysis (Item 303), business description (Item 101), legal proceedings (Item 103), executive compensation (Item 402), and governance structures (Items 401–407)—to assess company risk, guide engagement with corporate management, and represent other shareholders. Reducing these requirements would impair investors’ ability to oversee risk, hold companies accountable, and make informed capital allocation decisions.
The letter also pushes back on the argument that “information overload” justifies cutting disclosure. As You Sow argues that modern investors use technology and analytical tools to process large volumes of data efficiently, and that a framework prioritizing brevity over completeness in disclosures would become outdated and less useful.
As You Sow’s letter highlights that Regulation S-K disclosures have served as early warning systems for risks that later materialized as major financial and legal liabilities. Shareholders filed hundreds of proposals on executive compensation in the years before the 2008 financial crisis using S-K disclosures to identify misaligned incentive structures that regulators and academics later confirmed had contributed to excessive risk-taking. Six years ago, As You Sow used Item 105 and Item 303 disclosures to identify platform safety risks at Meta Platforms—risks that were validated this year by landmark jury verdicts finding the company’s products caused harm to children.
The letter also warns against shifting to an issuer-determined materiality standard, noting that companies too often do not recognize a risk as significant until harm has already occurred. Allowing companies to decide what is material to them would undermine the comparability that investors depend on across companies and shift reporting toward voluntary, less reliable channels. As You Sow also strongly opposes any expansion of safe harbors or reduction of liability for disclosures made under federal securities laws, arguing that anti-fraud provisions are essential to maintaining the accuracy and reliability of the entire disclosure system.
“This comment letter is part of our broader effort to protect the rights and tools that investors depend on,” said 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.”
The full comment letter is available [LINK].
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As You Sow is the nation’s leading shareholder representative, with a 30+ year track record promoting environmental and social corporate responsibility. As You Sow addresses a range of issues that affect shareholder value including climate change, ocean plastics, toxins in the food system, biodiversity, racial justice, and workplace diversity. See As You Sow’s shareholder resolution tracker.