Hunton Retail Law Resource

On March 20, 2019, the Securities and Exchange Commission adopted amendments to simplify and modernize disclosure requirements. These amendments implement recommendations from the Fixing America’s Surface Transportation (FAST) Act and are intended to make disclosures easier to read and navigate and to reduce repetitive and immaterial information.

The amendments involve changes to registration statement and prospectus provisions, Item 601 exhibits, and incorporation by reference and cross-referencing, among other changes. Some of the noteworthy changes include the following:

• Registrants will be allowed to exclude discussion of the earlier of three years in MD&A if such discussion has been included in a prior filing.
• Only newly reporting registrants will be required to file material contracts that were entered within two years of the applicable registration statement or report.
• The Commission removed the time restriction under Rule 10(d) that limited incorporation by reference to documents that had been on file with the Commission for less than five years. Also, registrants will be permitted to provide hyperlinks to documents that are incorporated by reference in a filing instead of being required to file such documents as exhibits with the Commission.
• Registrants will not be required to file attachments to material agreements unless such attachments contain material information or were otherwise disclosed.
• Registrants will be permitted to omit confidential information in material contracts and certain other exhibits without having to submit a confidential treatment request to the Commission, if the confidential information is immaterial and would likely cause competitive harm to the registrant if disclosed publicly.
• On Forms 10-K, 10-Q, 8-K, 20-F and 40-F, registrants will be required to tag all cover page data in inline XBRL, in order to further provide for investors’ use of interactive data.

The final rules provide for the amendments related to redaction of confidential information in certain exhibits to become effective on April 2, 2019, while the remaining amendments will become effective on May 2, 2019. However, the requirements to tag cover page data on certain filings will be phased in over three years. More information about the new rules can be found here.