SEC Adopts New Simplified Disclosure Rules

March 26, 2019

The United States Securities and Exchange Commission announced on March 20, 2019 the adoption of amendments to its rules in light of its mandate under the 2015 Fixing America’s Surface Transportation (FAST) Act. The bulk of the changes will apply to most public companies and are expected to take effect in the second quarter of 2019.

Key Takeaways

  • Registrants can omit confidential information from most exhibits without filing a confidential treatment request.
  • Registrants can omit the earliest year of a three-year period in the Management’s Discussion and Analysis section of periodic reports if the year has been discussed previously and is no longer material.
  • The requirements for reporting of a registrant's property holdings have been scaled back to be subject to a materiality threshold.
  • More extensive use of data tagging and hyperlinking will be required for certain filings, though an inaccurate hyperlink generally will not render a filing materially deficient or require a corrective amendment.
Other changes include the following:
  • Registrants will now need to file a description of any of their classes of securities registered under the Securities and Exchange Act of 1934 as an exhibit to their annual reports (not just as an exhibit to or as part of their registration statements, as had been previously required).
  • The restriction in Item 10(d) of Regulation S-K against incorporating by reference documents that have been on file with the SEC for more than five years has been removed.
  • The Item 405 checkbox on the cover page of Form 10-K, indicating no disclosure of delinquent filers, has been eliminated.
  • The captions for the “Section 16(a) Beneficial Ownership Reporting Compliance” and “Executive Officers of the Registrant” sections of proxy statements and annual reports have been changed to “Delinquent Section 16(a) Reports” and “Information about our Executive Officers,” respectively, to clarify the scope of required disclosures. 
  • Registrants with established reporting histories will no longer be obligated to file fully performed contracts entered into within the last two years under Item 601(b)(10)(i) of Regulation S-K.
  • Registrants filing exhibits under Item 601 of Regulation S-K will be able to omit immaterial attachments and schedules to those exhibits by providing a list of the omitted items in lieu of including them in full. 

The amendments will become effective 30 days after their publication in the Federal Register, except that the changes regarding the omission of confidential information from exhibits will become effective immediately upon publication in the Federal Register. The new data-tagging requirements, which are an extension of the hyperlinking rules the SEC announced in March 2017, will be phased in over a three-year period depending on registrants’ filer types. The earliest compliance date, which applies to large accelerated filers that follow U.S. generally accepted accounting principles, is June 15, 2019. 

Subject to the three-year phase-in, these changes will apply to all operating company filers, with parallel changes being made to many rules and forms that apply to investment companies and registered investment advisers.

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