On 19 September 2023, the Securities and Exchange Commission ("SEC") issued Memorandum Circular No. 14, series of 2023 ("SEC MC No. 14"), amending certain provisions of Annex C of Rule 12 of the Securities and Regulation Code ("SRC"). Annex C of Rule 12 of the SRC contains the non-financial disclosure requirements for the registration statements to be filed with SEC.
Prior to the amendment, a registrant company is required to, among others, (i) briefly describe its business(es) and that of its significant subsidiaries, and (ii) discuss the major risk(s) involved in each of its businesses and that of its subsidiaries, including a disclosure of the procedures undertaken to identify, assess, and manage such risks. Under SEC MC No. 14, disclosure of the procedures undertaken to identify, assess, and manage such risk(s) is no longer mandatory.
Moreover, a registrant company was previously required to (i) list and discuss the factors that make its securities offering speculative or risky, and (ii) discuss how it shall manage such risk factors. Similarly, under SEC MC No. 14, a registrant company is no longer required to discuss how it manages the risk factors listed in its registration statement.
