SEC Adopts Rules to Modernize and Simplify Regulation S-K

April 15, 2019

On March 20, the SEC announced that it had adopted final rules to modernize and simplify certain disclosure requirements in Regulation S-K. The amendments were proposed on October 11, 2017, and were adopted substantially as proposed.

Among other things, the amendments:

  • Permit registrants to exclude discussion of the earliest of three years in MD&A if they have already included the discussion in a prior filing;
  • Permit registrants to omit from the proxy statement the section captioned “Section 16(a) Beneficial Ownership Reporting Compliance” if there are no delinquencies to report (amendments also change caption to “Delinquent Section 16(a) Reports” and eliminate related checkbox on Form 10-K cover page);
  • Require registrants to file a description of their securities as an exhibit to Form 10-K;
  • Permit registrants to exclude most schedules and exhibits from their material agreements;
  • Allow registrants to omit confidential information from most exhibits without filing a confidential treatment request, as discussed in greater detail elsewhere in this edition of The Ticker;
  • Eliminate the two-year look back requirement for filing material contracts as exhibits in Item 601(b)(10(i) for most registrants; and
  • Require data tagging for items on the cover page of certain filings and the use of hyperlinks for information that is incorporated by reference.

The amendments will become effective on May 2, except that the amendments relating to the redaction of confidential information in certain exhibits became effective on April 2. The requirements to tag data on the cover pages of certain filings are subject to a three-year phase-in.

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