The Evolution of “Materiality”

The concept of “materiality” is the cornerstone of the Securities and Exchange Commission’s public company disclosure regime. It is a fundamental principle of the Securities Act of 1933 and Securities Exchange Act of 1934. As part of the SEC Historical Society’s larger gallery project on the history of corporate disclosure, the Society is gathering a panel of securities experts who will discuss a range of questions, including:
How does the concept of materiality continue to evolve and what is the role of the SEC in that evolution?
What are the considerations around the application of the “reasonable investor” and “total mix” and “probability/magnitude” standards?
What is the importance of materiality in SEC enforcement actions and private securities litigation?
How is materiality assessed from a financial statement perspective, including the impact of Staff’s guidance in SAB 99 on the consideration of materiality in financial reporting?
How does the concept of “what information is material to a reasonable investor” continue to evolve in areas beyond financial performance and business development, such as climate change, governance, cybersecurity and sustainability matters, and what are the implications?
Panelists
Trevor Barton, Partner and Senior National Professional Practice Director at Deloitte
Meredith B. Cross, Partner, WilmerHale; former SEC Director of the Division of Corporation Finance
Daniel L. Goelzer, Retired Partner, Baker McKenzie; former SEC General Counsel; former PCAOB Board member; and former member of SASB
Rich A. Levine, Of Counsel at Whistleblower Advocates PLLC; former Partner, Labaton Sucharow; former Associate General Counsel for Legal Policy in the SEC’s Office of the General Counsel
Dave M. Lynn, Partner, Goodwin; Senior Editor, the Corporate Counsel; former Chief Counsel of SEC’s Division of Corporation Finance
Joan E. McKown, Of Counsel, Jones Day; former Chief Counsel of SEC’s Division of Enforcement
Recorded February 15, 2024.
This program is made possible with the generous support of Deloitte.