On December 19, the SEC's Division of Corporation Finance released disclosure guidance on two topics: (i) "Intellectual Property And Technology Risks Associated with International Business Operations" (CF Disclosure Guidance: Topic No. 8) and (ii) "Confidential Treatment Applications Submitted Pursuant to Rules 406 and 24b-2" (CF Disclosure Guidance: Topic No. 7). The former focuses on the sources of risk associated with the potential theft or compromise of technology and IP that may result from conducting business outside the US, assessment of the materiality of those risks, and related disclosure. The latter addresses confidential treatment requests under Rule 406 or Rule 24b-2, which we most recently addressed in connection with the FAST Act exhibit filing reforms.
The tech/IP risk disclosure guidance is consistent with prior practice wherein the Commission and staff have issued guidance in the form of releases, speeches, public statements, and the like on an as-warranted basis as the risk arena evolves. See e.g., "SEC Cybersecurity Disclosure Guidance: Color & Context," "SEC Corp Fin Speaks! Brexit, Sustainability & Other Risk Disclosure," "New SEC Staff Guidance Addresses LIBOR Transition Disclosure & More," and "SEC Rulemaking Over the Past Year, the Road Ahead and Challenges Posed by Brexit, LIBOR Transition and Cybersecurity Risks."