On June 20, 2025, CorpFin updated its C&DIs addressing Regulation S-K Item 103 legal proceedings disclosures.  You can find the details of the updates, which include marked versions of the old C&DIs, here.  Two C&DIs were updated.  One update addressed when costs incurred related to the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) are “sanctions” as described in S-K Item 103.  The other addressed situations when a proceeding against an officer which could require the company to indemnify the officer would be considered a proceeding in which the officer has a “material interest adverse to the company.”

One other C&DI related to environmental actions brought by foreign governments was withdrawn.

As always, your thoughts and comments are welcome!