Not unexpectedly, the SEC adopted Reg. S-K amendments today to implement the FAST Act-mandated disclosure modernization & disclosure requirements. According to the SEC's release, among other things, the amendments:
- Simplify disclosure or the disclosure process, including changes that would allow registrants to omit confidential information from most exhibits without filing a confidential treatment request, and changes to MD&A that allow for flexibility in discussing historical periods
- Revise rules or forms to update, streamline or otherwise improve the SEC's disclosure framework by eliminating the risk factor examples listed in the disclosure requirement and revising the description of property requirement to emphasize the materiality threshold
- Update rules to account for developments since their adoption or last amendment by eliminating certain requirements for undertakings in registration statements
- Incorporate technology to improve access to information by requiring data tagging for items on the cover page of certain filings and the use of hyperlinks for information that is incorporated by reference and available on EDGAR
The amendments will be effective 30 days after publication in the Federal Register, except that the amendments relating to the redaction of confidential information in certain exhibits will become effective upon publication in the Federal Register. The requirements to tag data on the cover pages of certain filings are subject to a 3-year phase-in, depending on the nature of the filer.
See the Society's comment letter on the SEC's October 2017 proposing release. Law firm and other relevant commentary and guidance will be posted real-time on our Disclosure Reform page.